Cerberus
by Jewelbug22
Summary: Demonic AU, sort of. Villains are the creation of Hades' power which leaked from the 'Gate to Hades' when the three-headed demon hound Cerberus left. One day after he changed into a human his Uncle died, another he got a boyfriend he admired, idolized even loved for years. You can already guess who Cerberus is so read if you want to find out how life is for Cerberus. Summary inside
1. A Hounding Decision

**A/N: Hello, the lines on the tail and legs are supposed to be purple along with the tips of their ears, the middle heads eyes and around the eyes on each head, the other heads eyes are green while the whole body is black. I was going to publish multiple stories today instead to decide which one you want me to write but I really love this story. I also love 'Reangel' but I don't want to continue writing after episode ten because I've only watched this show to the end.**

 **Summary: Demonic AU, sort of. Villains are the creation of Hades' power which leaked from the 'Gate to Hades' when the three-headed demon hound Cerberus left. Cerberus feels terrible for the chaos he caused so he turns into a human getting adopted, abandoned, and adopted again. One day his Uncle was taken away,a year before that though a man he admired, idolized even loved for years became his boyfriend. You can already guess who Cerberus is so so please read on to find out how life is for a demonic hound turned super hero spider.**

 **This has nothing to do with the story but I'm going to add it anyway: I was watching the saddest movie I have ever watched on May 22, 2016 before 4:00 A.M. it's a movie called 'Bridegroom' on Netflix, I was crying almost the entire movie.**

 **Disclaimer: I do not own The Ultimate Spiderman or its characters.**

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Chapter One: A Hounding Decision

Peter's POV

I was on an advertisement board when James Jonnah Jameson started to speak, it was really loud and annoying. Because of this I shot one of my webs at his board "mornin' loud mouth" I said as I swung off the building I was on.

'I know this entire thing is my fault, but come on I don't need a jumbo Jameson to tell me that' I thought as I swung past the Bugeltron. 'I'm trying to fix, well not fix but continue the work I left that caused all this' I thought before I swung down the next street.

'I still have a cake to pick up for my aunt before school' I thought before I landed on the roof of a building, I sniffed the air smelling the essence of Hades' creation's creation. I looked down and saw an out of control cop car, I shot my webbing stopping the car but destroying the shop display window.

"Spread the word about me then" I said saluting knowing that Jameson is right about me but I'm not gonna stop trying, it's my job to reign in Hades' power not just to protect the gate I left. I swung away landing in front of a vehicle that _Trapster_ is in, I've fought him three times in this past year.

I dodged the glue and leapt at the man punching him but it only made him mad it didn't stop him, he threw a few canisters which I kicked away all except for one which exploded sticking me to the wall. I tried getting my left arm free but I saw _Trapster_ about to shoot me so I shot a web clogging his dispenser.

When it blew up I had freed myself and landed in front of him, he was afraid of something and it wasn't me or anyone who wants to cause me harm at present. My _Spidey_ _Sense_ would've sounded if they were mainly because that's what it does, it warns me of oncoming dangers, I turned around and saw the _SHIELD_ Helicarrier.

I turned around when I heard my alias being called and saw the Director of _SHIELD_ Nick Fury "here about the mess?" I asked and he nodded pointing to mentioned mess. It wasn't surprising when he said we had to talk especially when he I looked at the damage, I'm causing more harm than good but if I stop it'll be worse than this.

"I'm not _Captain_ _America_ and I know I'm a horrendous Rookie" I said as he kept talking, I smiled under my mask when he mentioned my boyfriend Tony Stark, or as he said it _Iron_ _Man_. He mentioned my other alias and even though I knew _SHIELD_ would know it I still stopped and turned around.

I was a regular kid, well despite not being human and instead being a three-headed demon hound, I was growing up with Uncle Ben and Aunt May when I was bitten by an _OSCORP_ spider on a school field trip. I got powers before uncle Ben was taken by the creation of Hades' leaking powers, I can't turn into _Cerberus_ but I can use my arachnid powers so do my job.

I heard the words my uncle had said before I looked down at the sidewalk talking about one of the people who had saved me from making a mistake and leaving the _demons_ (1) to run free. I got a call from MJ but declined it before Fury gave my tech an upgrade which I don't mind but it reminds me that I haven't invented anything in a while.

"I need time to think it over okay? If I don't I'm giving you this back" I said pointing to the web shooter before swinging off, I reached my schools and opened before I heard my name being called. I turned around to see MJ who asked where I've been "broken down bus, sorry" I said feeling terrible for lying to her for so many things.

She's been my friend for years, since we were kids, however when we were twelve I made the mistake of kissing her when I fell in love with Tony. I was brought out of the memory when a cell with Jameson on it was in front of my face, it was very uncomfortable.

"He's annoying" I said when it ended and MJ mentioned her dream of working at the Daily Bugle where Jameson works, she also mentioned Harry when he was walking towards us. 'Harry, rich, popular, and a good friend to me' I thought thinking back to when he got me out of the rain when my tire fell off.

I didn't like the smell that was coming from inside the car, it smelled of rotten eggs in a sewer and it was coming from Harry Osborn's father Norman Osborn. I decided to be polite even though he's a _Fury_ (2), I also didn't like him for how he treats his son.

"My parents left me but my Uncle Ben gets me when I step out of line" I said making Mr. Osborn smile surprising Harry, we've been friends ever since and I t made me ecstatic. I heard the tell-tale sign of the resident bully and football player Flash Thompson punching lockers, he isn't a bad guy since he smells nothing like a demon but he isn't a good person either.

'I'd like to pay him back but I knew way before Uncle Ben that it isn't right to take revenge' I thought as I landed in the locker, the door being shut in front of me. The locker opened not long after and I saw the janitor that never really seemed like a janitor, as if there was more to him than being _Janitor_ _Stan_.

My _Spidey_ _Sense_ came before my smell so I jumped over the table grabbing Harry and MJ less than a second after the wall behind me was destroyed, it turned out to be the _Frightful_ _Four_ without their fourth member _Trapster_. 'The high-tech master _The_ _Wizard_ , _Claw_ the living-sound villain, and _Thundra_ an ultimate warrior from an alternate future timeline' I said ignoring _Trapster_ since you already seen what he can do.

I didn't like how they were messing with the people here, I especially when Claw used his gauntlets, so I started a food fight so I could use the commotion to my advantage and suit up. When I scaled the wall I found _Trapster's_ tracking device 'Fury's right I need to learn' I thought crushing the device.

I had temporarily stopped _Claw_ and _Thundra_ when my hearing picked up the word 'Octavius' which I didn't like the sound of at all. I was dodging their attacks quite well, I even used _Claw's_ gauntlet against _Thundra_ which was very fun.

I swung my web at _The_ _Wizard_ after I attached it to a table making him crash into a wall scaring a girl _and_ cracking mentioned wall, I feel bad for both occurrences. I didn't enjoy Harry's 'Act of Heroism' one bit, he can easily get hurt and it doesn't help that I blame myself even more for his injury.

I kicked _Claw_ in the side of the face before I ended up with _Thundra_ in a pose perfect for a dance before I cocooned her in webbing. I faked an attack before _The_ _Wizard_ decided to block with an anti-grav of kids until I slid under him and attacked for real attaching two webs and pulling making him hit the wall behind me.

I walked out of the cafeteria when I saw Flash, he was wondering how he could help so I said to get into the locker that way he won't be able to get out easily and end up harming himself or others. When I shut the locker the members of the Frightful Four came out of the cafeteria so I hid in the vent before they could see me.

I changed into my regular clothes and headed back to the cafeteria, I apologized to Mr. Osborn for what I did and I knew what he said was wrong. I could've shielded him from the fall or I could've stayed careful instead of careless.

'How'd I forget about Flash?!' I thought worriedly 'okay change where I won't be spotted and free Flash' I thought before I left to do that. I went home after I helped Flash and calmed my Aunt's worries _after_ checking up on Harry who was fine except for the ringing in his ears.

"I forgot the cake letting them down again" I said sitting on my bed as I stared at a picture with all of us in it, I heard a voice and I knew it was right because I was thinking it at the hospital. "Just be quiet already, I decide I would at the hospital just not when to do it" I said making the figment nod and say 'right now' so I did.

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 **A/N: Hello I hope you like this story, I finished writing this on paper on May 15, 2016 at 2:30 P.M.**

 **1) The 'Demons' that Peter mentions besides himself in this story are those afflicted by the leakage of Hades' power after he left the gate to Hades unguarded, the ones afflicted are the villains in the show and story.**

 **2) A 'Fury' is the Sower of Discord in the demon hierarchy.**

 **Again I hope you like this story, see you Friday since I'll be updating every Monday and Friday like I did with 'Imperfect Conclusions'.**


	2. A New Team

**A/N: Hello, I know this story is probably terrible, I know that from the lack of views, so please tell me how I can fix it.**

 **Disclaimer: I do not own Ultimate Spiderman or its characters, it would be terrible if I did.**

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Chapter Two: A New Team

Peter's POV

I was in the training room on the SHIELD Helicarrier when I heard Fury's voice on the comm. System speakers. He started the system and I started fighting and failing, if this continues my vision will turn purple and no one can see that.

Tiger's POV

"Something that doesn't scream I have low self-esteem… what's that?" I asked pointing to Spiderman's purple eyes instead on white ones. "NO clue but we could ask him" I heard Luke say before _Iron_ _fist_ shook his head 'no'.

Peter's POV

When I finished I was dropped from the Helicarrier and falling isn't exactly a strong suit for me if I'm gone. I was able to push the red button Fury told me about before and a parachute opened.

I walked into Harry's hospital room and dropped off his homework before I felt an arm being slung over my shoulders and the smell of rotten eggs in a sewer so I knew it was Mr. Osborn. When I got to school I opened my locker and a piece of paper fell, I was going to pick it up until MJ said 'smile _Spiderman_ ' making me slip on the fallen paper.

'I know she's a good friend to me and I want her dream to come true but she'll know it's me when I start talking to her and that can't happen' I said after I set a hand on her shoulder. I was walking in the Helicarrier after school ignoring everyone there still getting odd looks from the residents which I don't really mind.

I met Dr. Connors and shook his hand after he took it out of his sleeve, he told me about the spider tech line he created, because I wanted to see what they were I was about to touch the covering before my hand was slapped. "I don't mind that he calls me that Agent Coulson, he's just upset because he can't see my face" I said when he mentioned Jameson's opinion of me.

"I don't mind it" I said though it's mainly just the color scheme of the bike, if it was black instead of dark blue or red instead of dark blue with a black spider then maybe I wouldn't mind it. "It's color scheme and location Fury, not fear" I said as I climbed on the cycle, when I started it I didn't know how to stop so I kept hitting the wrong buttons making it worse.

I was getting the hang of it when Fury asked why I wasn't used to driving "as I said before Fury location, I don't have a permit" I said as I jumped over a car and skidded underneath a semi. "Thanks for the lift buckethead but what about the bike?" I asked making him say 'leave it to us' which confused me until I saw what he meant.

They introduced themselves before I said I had to go back to SHIELD and thanked them again, they said they also had to go and I didn't mind until Coulson said it was a program. " _No_ I am not going to be on a team, no way" I said growling the 'no' which I didn't realize I did until I saw their faces.

"Sorry 'bout that but it's still a no" I said leaving them "what was the bet? Since I don't think it was if 'I' leave" I said when _White_ _Tiger_ said she won said bet. "They can use guidance from someone who's human, here Fury" I said handing him the web shooter before walking away hearing what he said after about the others.

I was sitting on a window when my figments started arguing and brawling before my _Spider_ _Sense_ kicked in from three different directions, I was shock waved from the window when I looked under and I knew it was Claw before the other two showed up. "Numbers don't matter _Wizard_ " I said before I was flung into a wall, I shot my webs regardless of what could happen before I was shot by _The_ _Wizard_ and _Claw_ so I feigned unconsciousness.

When I 'woke up' _Thundra_ didn't like it and instead done something that could've harmed so many people, but instead of that happening _Powerman_ kicked the covering to the water tower away. I felt a weight on my chest where White Tiger landed "thanks but why?" I asked making her say she wants to know why my eyes glowed purple which I knew would be the reason at some point before she cut the field generator.

I caught _Thundra_ when she fell off the roof so when the covering followed after I swung her over and caught the hood in my webs after I attached her to a ledge. I webbed her upper body, arms, and mouth when she started to speak before I caught _Powerman_ when _Nova_ didn't after he destroyed the field generator which could've caused him more harm than help.

When _White_ _Tiger_ fell I knew they weren't meant to fight on sky scrapers and high buildings from all the falling so I caught her as well. "You don't have a way to navigate in the air _White_ _Tiger_ only _Nova_ and I do" I said when she told me she could save herself.

"Look down there and see who you can save" I said pointing to the busy street below "we can defend ourselves they can't, protect and serve I got these guys" I said before _White_ _Tiger_ spoke and my vision turned purple like in the training before I stopped it and swung to get _Claw_. _The_ _Wizard_ showed up and threw some field generators at me but I caught them in webbing before I threw them hitting _Claw_ and bounding off him hitting _The_ _Wizard_ causing him to fall.

Claw's sonic blast caused me to fall off but I caught myself just in time to see Iron Fist jump on to the building I was on causing a boom and as a result Claw fell off so I had to save him, either from running away or from hurting himself I'm not really sure. However I made the mistake of dangling him in front of _Nova_ and _Powerman_ because _Powerman_ harmed him more than if he hit the ground with that punch of his.

"What gloves?" I asked when I landed on a lamp pole making him angry and moronically giving me an easier access point to get his gloves "those gloves" I said before taking advantage of his stupidity. "Fine Fury but I'll operate solo as Spiderman, my version of alone time" I said pointing to myself which is probably a bad idea.

"Alone finally" I said before I saw Flash running at me, I was pulled aside though so Flash had been put in the locker instead which I didn't like. The person who pulled me away smelled of sweat and honey similar to Powerman so I knew who he was but I asked anyway.

Three other people came out from behind him: the girl smelled of trees and paper like _White_ _Tiger_ , the blonde smelled of snow and incense like _Iron_ _Fist_ , and the other man smelled of arrogance and Stardust cologne like _Nova_. "Tiger, Power, Iron, and Bucket" I said surprising them but they introduced themselves regardless "I said alone time not me time Buckethead" I said before I went to ask the principal about this.

"It's so you can keep an eye on each other" Principal Coulson said and I nodded before leaving and heading down the hallway. I heard Flash banging on the locker so I opened it slightly and left to make sure he won't see that I was the one that opened it.

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 **A/N: Hello, I finished writing this on paper on May 15, 2016 at 4:16 P.M.**

 **I hope you like this story even though in my eyes it's somewhat terrible from, again, the lack of views. See ya on Monday.**


	3. Dark Party

**A/N: Hello, I hope you like this chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate Spiderman or its characters.**

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Chapter Three: Dark Party

Peter's POV

"I picked up a stray on 4th street so I'm in the subway tunnels to not harm as many civilians" I said going up to ride on the ceiling instead on the railway. I passed a subway stop yelling to the patrons to "get down!" because it's dangerous for them to even be down here right now and because it's the next best thing.

I looked behind me to see the _Octobot_ was still there except attacking me this time around, it was annoying because the third time I dodged I ended up in the middle of the railway causing my cycle to vibrate from the bumps. I pressed a button turning the bike into a four-wheeler so the ride/chase was a lot smoother, I dodged the tentacles two more times before revving the bike to go faster.

The _Octobot_ sped up and knocked me off the cycle making me jump on the pillar dodging the bot "if I was paranoid I would think robots hate me" I said thinking of the time with _Doctor_ _Doom_ , the _Mechadragon_ , and _Hirby_. When I was out of my thoughts it was just in time to dodge three tentacles by jumping on its body before the pillar on the opposite side of the track.

I jumped on the cycle and started it not liking when a tentacle jabbed me in an inappropriate place behind me, I kicked the tentacle off before I got a call from Fury. When I used the _Electrowebs_ Fury told me to use I missed so the _Octobot_ grabbed them pulling me forward because of my mess-up.

I was pinned to the ground but I kept dodging the needle that was constantly aiming at me before I heard and saw the train heading for the both of us. "Pain, a lot of pain" I said before I looked to my right and activated my _Electrowebs_ again shocking me in the process but also the _Octobot_ allowing me the freedom to escape so I won't get hit by the train.

"I wonder what the bot wanted, man they hate me" I said as I grabbed my backpack and jumped off the roof I had left it on leaving the bot until I see it again. I heard the bell ring so I ran faster hoping I won't be late again but as usual I am, I did however avoid hitting the door which is good.

I was able to get through the window thanks to Harry who joked with me about always being late by saying he'd buy me a watch company so I can keep track of time. "Harry's always had my back and extra outer wear for some reason" I said flashing back to when Flash kicked me out of the locker room.

I was going to say 'I'll be there' when I heard Ava and saw all of them behind Harry asking for my time, I was going to ask if they could wait a minute but Sam was impatient. 'I can't tell him we're superheroes so I have to lie which I hate doing so, let's spin.

The Sandwich Club

Interschool Meeting

Group Project

All of them could work, except for the 'Sandwich Club', but it's not the second because no one knows their last schools and not the last one because I have all of them in classes I have with Harry. "I was asked to join a club to help failing students with these guys and I missed the last session, sorry Harry" I said smelling jealousy on Harry as I was pushed back.

I was eating lunch with my laughing team before Ava sat next to me "just got here and because I'm not a child who needs to be taken care of" I said before Danny put a hand on my shoulder, speaking. "I never talked to Harry about money Sam" I said before I went after Harry "I can explain them Harry" I said before he said I don't have to explain my 'Detention Friends' which isn't true.

"They're my teammates, I'm working with them because of principal Coulson that's all Harry" I said but he didn't respond, I looked at the ground before I heard MJ who stopped in front of me. "Yes MJ?" I asked before she started explaining her plan to get them to get along but I can tell this will go wrong just from how the day started.

"Come on, all it is is team bonding without the costumes and action" I said as I exited the elevator "you're the one who insulted my friend Sam, it's only supposed to be a movie anyway" I said as I knocked on the door. "How the?" I said when I saw the room beyond Flash's build which seemed to be in chaos from the noise alone.

"This was supposed to be a movie, sorry Ava" I said when I saw MJ, I heard Harry say 'the whole school' before he pointed to my team where Sam was being very rude. "I was hoping you could get to know each other but now that I'm here I knew it was a bad idea" I said looking around and landing on Harry's annoyed expression.

"I have to use the bathroom sorry MJ" I said when my Spider Sense blared in my ear, I saw Flash and tried to tell him to go somewhere safe however he grabbed me before I could. "I think there's an uninvited guest" I said as a centipede like creature formed from the black goo that came from the plumbing system.

We both went separate ways but it seemed to favor Flash (1) more than me for some reason since it smells just like the _Octobots_ it's a creation of the demon that smells of metal and burning wire (2) which I hate. The thing came closer and attacked me but I dodged it by jumping on the wall and crawling so I wouldn't have to feel the hit.

I jumped at the door hoping I wouldn't have to open it to get through and luckily that was the case however I think I bruised much of my body from falling down the stairs, thankfully Derrik (3) caught me saving me from more damage. 'I really can't let the creation harm anyone to where there's too much damage, or any damage at all if I can help it' I thought as he broke the lights.

"I'm fine Harry, I'm right behind you so get to safety!" I yelled from my spot on the wall when I heard him call my name, I went to the library and climbed the wall of books dodging the creation's attacks in the process by jumping off the wall. "Then ask it out Buckethead" I said not really meaning it but wanting to keep the banter how it is because I don't have this kind of relationship with anyone except Nova.

"You really are a buckethead _Nova_ " I said as he was being attacked by it because I realized in the bathroom it changes hosts by physical contact which is what Nova is doing right now. 'This is seriously not fun, at least _Nova_ will be the least hurt this time 'round' I thought dodging the creation's attacks again ruining even more of the Osborn's home which I don't like doing.

"It's a symbiote" I said going through a list of what it might be and matched it before I saw the _Nova_ _Blast_ approaching me, I jumped out of the way of the attack. I jumped up the _OSCORP_ _Tower_ avoiding the blast _Symbiote_ _Nova_ sent my way before I attached a web to the roof swinging onto it before Nova said to get it off of him.

"Don't use any physical contact, any of you! It'll change to you next" I warned but _Powerman_ didn't heed my warning doing just what I warned them not to do, I dodged _Symbiote_ _Powerman's_ attack same with the others. When I tried to enclose him in webbing he just ate it causing the others to attack and fail, however when I attacked I didn't get hurt by it.

I used the _Electrowebs_ my inner voice, in the form of Fury, told me to use but all it did was make him angry so I dived off the rook to get the power box he threw off the edge so the object won't harm any citizens below. When I climbed back onto the roof again I saw Danny about to attack the _Symbiote_ which was a bad idea "long distance people, long distance" I said when Danny attacked him getting it off of _Powerman_ but getting Danny to run and eventually getting caught.

I tried blocking the _Symbiote's_ attacks but one ended up getting my wrist which wasn't very fun but I continued to dodge regardless and even blinded him for a moment. I was punched by the thing so I ended up inside the Bugeltron which also wasn't fun especially with Jameson speaking in my ear.

"You want me come and get me" I said as the _Symbiote_ covered me showing me its creation and its personality none of which isn't a good amount of information either. I had to watch all of them getting beaten up little by little when Harry, someone who can't defend himself as well as the others can, was being targeted I couldn't stand here and do nothing anymore.

I was able to get free enough to fight _Venom_ myself however I could hear that Harry was in danger but I knew that if I stopped now everyone, including Harry, would be in trouble. I activated my _Electrowebs_ when _Nova_ freed my arms creating a circuit to shock _Venom_ as well as myself but mainly _Venom_ , when he was gone I fell to my knees from the strain.

 _Nova_ helped me up and I felt bad for the shocks that short-circuited or fried the system which wouldn't be free for damage repair. "He's fine" I told Harry who was worried about Peter which I felt envious for because he won't feel that way when he finds out who I am.

I didn't like it when Mr. Osborn said 'you destroyed it' since just from that I figured it was his objective for the opposite result before he went to see if Harry's okay. I hated the sarcasm Harry used because I know this is my fault without him saying it, I left the roof hoping to forget about the ideal but knowing I can't.

I walked up to Harry hoping to talk to him, MJ seemed to notice this from what she said "we cool?" I asked "we're great" he answered when I said I'm still his best friend. "I'd say the harm is which friend you make" I said making him laugh but it sounded strained.

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 **A/N: Hello, I finished writing this on May 16, 2016 at 7:28 P.M. after my shower.**

 **1) Foreshadow apparently.**

 **2) The smell for the Vessels of Iniquity.**

 **3) Fake name.**

 **I hope you like this chapter and will continue reading, see you on Friday.**


	4. A Hero's Anniversary

**A/N: Hello, I am very thankful someone is following this story. I hope you like this Chapter and I am currently writing the next one or ones. If anyone doesn't like the pairing that is mentioned in the summary I wouldn't read this. Guess what, I had to memorize two sentences for two different essays in three minutes for History. Apparently my teacher didn't like it when only seven people chose to do the essay today while the others didn't even study for it and are choosing to do it on Wednesday, the last day of school and the day of the History exam.**

 **Disclaimer: I do not own Ultimate Spiderman or it's characters.**

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Chapter Four: A Hero's Anniversary

Peter's POV

The _Living_ _Laser_ is supposed to be my boyfriend's enemy so I have no idea why he's chasing me, I kept dodging the shocks however a few grazed my skin causing electrical burns. "I sew these myself you know! Stop ruining them" I said before he went into the streetlight reappearing from the 'B' in _BANK_ that I was next to.

I dodged the punch but I couldn't get a hold of anything from the action causing me to fall, thankfully _Powerman_ caught me before I collided with the ground. "Can you put me down now?" I said before he dropped me and I collided with the ground anyway "it means he can do that" I said when Sam asked what he was and Arthur grew in size.

I jumped onto the lamp pole wondering what happened before I looked to the sky's seeing my boyfriend in his _Iron_ _Man_ suit descending. "Awesome" I said when he activated his _boot_ _jets_ staying in one place in the air, _Iron_ _Man_ cupid figments were surrounding my head when I watched.

"Did you know he built that in his lab to show his dad" I said looking in the direction of Tony when I got their attention "he's very smart, a genius really" I said before _Nova_ spoke. "It's more than a 'man-crush' since he's my boyfriend Buckethead" I said shocking them.

"I wonder what they're talking about" I asked hearing _Tiger's_ suggestion which was wrong since when I walked closer I heard it was about Tony's latest interview in a magazine. "Hello Tony Stark, you could try tracking his unique photon pattern" I suggested watching Tony turn around "you can call me Tony, Peter" he told me making me smile.

"Were you guys talking about _Telezome_ or _Model_ _Monthly_?" I asked shocking both of them " _Model_ _Monthly_ , have you heard of them?" he asked me and I nodded sadly. "How many have you read?" he asked me in a concerned tone "21 gossip magazines, 20 about your work as the head of _Stark_ _Industries_ , and 15 about being Iron Man" I said making Tony frown.

"Can you visit the plant on Saturday? I have something for you" he told me before he took off 'I hope it's for our three year anniversary or my birthday otherwise I'd think he forgotten again' I thought as I went back to the _Helicarrier_ with the others.

Time Skip: Saturday

He showed me the most experimental part of the plant which I've never been to before because he's always too busy to show me. "He'd be so jealous" I said as I watched a test for a holographic hand that we walked past, I was thinking of _Iron_ _Fist_ when I said this.

"Don't get along with your co-workers either huh?" I asked and Tony nodded "I'm sorry for missing your birthday so many times Peter, I made this to hopefully make up for it" he said showing me and _Iron_ _Spider_ suit. I headed to the training room on the Helicarrier after I out it on "sorry guys, Tony made it as a make-up present for me and I'm trying to get used to it" I said wincing as I broke the wall.

I figured in the beginning the suit was obtaining a virus but I wasn't sure until I saw the _Living_ _Laser_ again that I realized it was being tracked, in the end the _Living_ _Laser_ started controlling it when Iron Man found me. "Do what you can Tony don't worry about me" I said, I would've added because Perdition fire doesn't even hurt me however I have yet to tell him I'm not human.

Despite that he shut down the suit and the _Living_ _Laser_ made me knock him out before taking over Tony's suit taking off to I think _Stark_ _Industries_. "This was the one gift I didn't want to change because it was to make up for the two birthdays he missed but now I have to" I said when Ava asked what I was doing.

"You guys said you don't need me anymore so I'm doing this alone" I said after I told them what was going on at Stark Industries "isn't that disobeying Fury's order of staying away from Tony?" I asked making Ava say 'he's asleep' before we decided we were all going. "I modified the suit so it's fine" I said when Iron Fist asked if it was going to be like before, and of course it wouldn't be.

I dodged the _Living_ _Laser's_ attacks before using the _Repulser_ _Webbing_ I created for the suit, I asked the computer about the Fail Safe System which I didn't really want to activate but we don't have many other choices. I landed next to _Iron_ _Fist_ before I showed _Living_ _Laser_ my new 'magic trick' waking Tony up but it looked painful.

I was hurt by Tony's statement since that's what I have never done and because he's hinted that more than twenty times since we started dating, it makes me think it's on purpose instead of accident like he keeps saying. "How 'bout we use the _Molecular_ _Disruption_ _Chamber_ you showed me earlier!" I said and he agreed before we simultaneously attacked him.

We arrived in front of the panels that operated the _Molecular_ _Disruption_ _Chamber_ which also showed us Tony and the _Living_ _Laser's_ current location "I'm here Tony, you're heading for the chamber with him on your tail" I said before _Nova_ asked me 'what chamber?' which annoyed me. "The _Molecular_ _Disruption_ _Chamber_ will scatter _Living_ _Laser's_ atoms across various dimensions" I said confusing him more which almost made me smack my forehead but I thought better than to do that.

"Tony! This is your equipment, how do you expect me to use it?!" I asked when he said I had to start it which wasn't very nice "you're smart Peter so I know you can do it" he told me giving me a little more confidence. I started the machine ignoring my jealousy when Tony winked at a female secretary even though he should know I'm watching this.

"Tony? Could I ask you something?" I asked wondering if he meant what he said to the _Living_ _Laser_ "what is it Peter?" he asked me retracting the mask and showing the smile I fell in love with the most. "Did you mean what you said to the _Living_ _Laser_?" I said and his smile turned to a shocked expression "sorry, it was an accident" he told me so I looked at his arc reactor.

"You can mean it and it'll still be an accident Tony" I said before I left with the others who I forgot were there. "I'm sorry about earlier everyone, I didn't mean for it to go that far" I said before Ava asked what the conversation with Tony was about.

"He's implied that he'd rather date someone else more than twenty times in three years and I think he forgot that today's our three year anniversary" I said before the door opened revealing a seething Fury. Everyone was told to leave but I was shown a new version of the Iron Spider, a back pack version which was very cool, I tried it on but when it opened a note fell out.

I opened it and saw it was from Tony, it read:

Happy anniversary Peter, I know you feel like I don't love you but I do and I'm sorry for making so many mistakes.

Love, Tony

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 **A/N: Hello, I finished writing this on paper on May 16, 2016 at 9:00 P.M. No mess as the end by the way so that means nothing breaks when he opens the back pack. I hope you like this story and will continue reading, sorry if this is bad for those who have read this. See you Monday.**


	5. Danger Gym

**A/N: Hello, I hope you like this story and chapter.**

 **Disclaimer: I do not own Ultimate Spider-man or its characters.**

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Chapter Five: Danger Gym

Peter's POV

I was following _Batrok_ on the _Spider_ _Cycle_ up one of the many Skyscrapers, he's my least favorite with all the leaping he does, I attached a web to him when he leaped over the edge onto the roof. His leaping is really annoying and being off the radar with _SHIELD_ also doesn't help, all it say is his hobby: leaping and his language: French.

I jumped from the billboard and landed on his shoulder blades causing him to slide and hit the edge, I ignored _White_ _Tiger_ and being the oblivious person that I am got booted by _Batrok_ causing ma pain. He head-butted me in midair landing me inside the _Bugletron_ again before _White_ _Tiger_ called me.

"Actually _White_ _Tiger_ he sort of broke my jaw so I'm surprised I can speak right now" I said my voice hoarse and jaw hurting from when I got booted in the face. I made a vertical trampoline for _Batrok_ which was a bad idea because he ended up springing backward into the _Bugletron_ causing more damage than before.

"Pretending to be Spider-man could get you killed you know" I said before I was bumped out of my seat by Flash, I sat down next to MJ when Principal Coulson said our gym teacher is currently in the hospital because of a freak accident. The new coach smelled of sweat and rotten eggs (1) so I knew he was a bad guy, that was only reinforced when I smelled metal and burning metal which means he was hired by the Vessel of Iniquity that's been after me.

I saw a dodge ball headed straight for me but I didn't really want to dodge it: one because I'm a nerd who's supposed to be bad at athletics and two to keep my identity a secret. "Unlike you Ava I'd rather not take lessons from an evil creep" I said confusing her with my word choice, I was chosen to go last but I didn't want to pause and imagine victory because it won't be happening.

Instead I failed the course already knowing he's after Spider-man from the lingering smell and the builds of the people chosen for the finals "it's your build actually but yes" I said when Ava asked if it was because she's a girl. I got a call in the middle of a dream, Tony and I were walking in the park talking about quantum physics, from Ava asking if I heard from Harry.

"I'm on my way" I said making it there when Ava hung up "that fast, sorry" I said when I angered Ava because I scared her. "Don't _White_ _Tiger_ , he probably won't answer, come on" I said when I opened the door not liking the darkness of the hallways more so when I heard Stan yelling.

"Hang on Stan! I'll help you out" I said grabbing the mechanical arm and pulling as hard as I can to help him out, I said it was a security malfunction when I freed him before hearing a click making Stan fall down the trap hole. "As I said no need, he's a bit too busy to answer right now" I said looking through his office window, I opened the door ignoring Coulson's warning.

He explained _Task_ _Master_ and who he hates telling us we shouldn't have come to school today, I didn't mention it to _White_ _Tiger_ because she was already mad at me and because if we didn't we wouldn't have known about this. "He said he can copy our moves" I said shortening his info before my Spider Sense went off after another scream "get down!" I yelled before the trophy case started shooting off trophies.

"Be quiet" I said when she mentioned training "he's going to get me what else" I said when _White_ _Tiger_ asked what I'm going to do, I didn't bother with my figments since I already knew the answer. "Get Harry and Flash to safety and regroup after that to figure out our next move" I said before going after _Task_ _Master_.

I took _Task_ _Mater's_ knife "not" I said as I dodged his attacks when he said 'decided to come clean… Thompson' I didn't like being called that. "I know that _White_ _Tiger_ " I said as I fell because he kicked me in the jaw "copying is cheating" I said throwing punches but they kept being blocked.

"I told you he was evil" I said when _White_ _Tiger_ kicked off his mask "you shouldn't" I said when Ava said she didn't feel bad about getting cut. After I said that she had dodged _Task_ _Master's_ kick but her 'training' isn't really working against him.

It really didn't work against him when he mentioned Danny causing her defensive stance to become vulnerable, she was kicked through the door so I went after her shooting a web at her foot catching her before she hit the ground. When I tried pulling her up I was hit with a _Taser_ _Bolt_ (2) and ended up falling off the railing before catching the ledge.

"So you're a _Spirit_ _of_ _Lying_ " I said confusing him "partnering with a demon yes I'd choose death but those aren't my only options" I said webbing his _Taser_ _gun_ and letting go of the metal ledge I had a hold of. When I hit the ground my shoulder cracked before _White_ _Tiger_ dragged me out of the stair case, she helped me walk after that complaining about how al her training was useless which isn't really true in all cases.

"He copies what we do so let's do what we normally wouldn't" I said walking over to the rack of dodge balls and picking one up which she said wouldn't work for one reason or another. "We'll use misdirection, we'll use each other's tech" I said moving the dodge ball in between my knees which was an example of misdirection.

We headed to my locker so I could grab my mask, thankfully Flash doesn't know he's in my locker. "Save me _Spiderman_ " Flash told me trying to get out but I, as lightly as I could, pushed him back inside by his chest.

"You're safer in here Flash" I said closing the locker door deciding to come back and open it when we're finished which I intend to keep this time around, I left to do my act to get _Task_ _Master_ into the gym and thankfully it worked. "No lights Tasky sorry" I said baiting the man into out trap "fun is fun doesn't matter where you get it" I said when he told me I was stalling.

"Night vision _Tiger_ " I said not really turning mine on since I can see in the dark, I only added the feature in case anyone asked which turned out to be handy in other ways. We attacked him right after the other thanks to the night vision helping is see but it won't be our advantage for long until we move the gym equipment around.

"Dodge ball!" I exclaimed when I threw said objects hitting my mark every time causing him to fall breaking the bleachers in the process, I feel really bad for that but hope I don't have to pay for it. _White_ _Tiger_ apparently enjoyed using the web shooters saying she now knows why I use them, when the lights turned back on he told me I could still join him and that if I don't he'll expose me as being Flash which was proved wrong when he appeared behind us.

Flash made a terrible pun so while we were busy staring _Task_ _Master_ took out a smoke canister and opened it as an escape hatch, as well as the window which only opened _after_ the smoke mostly cleared. We were talking to agent Coulson after that fiasco was done, Ava actually complimented me which was a surprise before making a joke that wasn't really funny.

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 **A/N: Hello, I finished writing this on my computer at 8:23 P.M. on June 2, 2016. I had finished writing this on paper to the point where Peter fell but the rest on computer deciding it's easier to write it on computer instead of copying it.**

 **1) The scent for the Spirits of Lying.**

 **2) Fake name as you already might know.**

 **I hope you like this chapter and will continue reading, see you Friday.**


	6. An Electrical Story

**A/N: Hello, I hope you like this chapter.**

 **Disclaimer: I do not own Ultimate Spiderman or its characters.**

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Chapter Six: An Electrical Story

Peter's POV

MJ asked me what I think about _Spider-Man_ but I just said he'd have to be a bigger fan of her than I am, though he kind of is beings I am him. Harry believes her though but he also wondered how she got an interview with him, she didn't disclose any information as a reporters sources are kept secret if the source doesn't want to be known.

Sam asked me how she got an interview, I just shrugged because all it is is an apology for always lying to her constantly and nothing more. On the roof I asked questions about her, two really, before she turned the camera back to me asking three questions back to back.

"It's important to know about potential media workers, especially for town heroes" I said before shooting a web and grabbing her by the waist to take her to a different roof top to continue. She apparently enjoyed it from not being able to find a word to finish the simile which was funny in some ways, I didn't like it though when she said my voice sounded familiar which would be bad if she actually did remember.

When she asked if I could give her 'the ultimate scoop' I took off my mask showing her another spider mask which she said was cute but her voice was sarcastic, I didn't really care though. I told her that I was getting an unbiased source to tell people I'm not a menace, it was true except I don't think she'll win it because of some events today, I don't know what they are or when they'll happen it just feels like something is going to go wrong today.

Just then Jameson came on the monitor about the video that MJ is doing which is ironic in my opinion, I commented on Jameson's mustache before asking her if she thought I was a menace. My _Spider_ _Sense_ went off when she tried warning me about what was coming in our direction, I jumped getting her out of the way of the _Hulk_ who almost hit her.

She was apparently worried about me, which isn't surprising since I am her scoop for the day, from the yell asking me where I'm at. I was sniffing the air wondering why the _Hulk_ was attacking when I smelled electricity and burnt flesh, it was most likely a _Revenger_ _of_ _Wickedness_ connected to electricity.

When I heard another scream I turned my head to see MJ was falling which wasn't good, I shot my web swinging towards her, catching her before she hit the ground. I set her on a building before looking down at where the _Hulk_ is trying to find the _Revenger_ _of_ _Wickedness_ but not seeing it anywhere, when MJ said this was the scoop of the century I didn't bother saying anything since I'm not much of a story in the first place.

"Stay up here to stay safe and alive so you can report your story alright" I said not really having it up for a debate before leaving, I knew she wouldn't stay but I can still hope right? I saw MJ on the street below me making my slap my forehead for hoping she would listen when I knew she wouldn't, I didn't like when I saw the police shooting at the _Hulk_ because that will only make him angry and because he isn't the bad guy right now.

I shot a web at the hot dog cart the _Hulk_ threw so it wouldn't harm the police officers but I don't think that was the best plan especially since when he pulled out a lamp pole he ended up not seeing the double decker bus causing it to tip. I caught the pedestrians in my web saving them but I think I'm scaring them instead from their expressions.

I heard MJ talking about how I'm not a menace so I dangled in front of her camera before she asked what gives me so much courage, I told her it was because of the saying my uncle told me before the _Hulk_ kept throwing cars. I couldn't tell where the _Revenger_ _of_ _Wickedness_ is with all the burning metal and pure electricity in the air and everywhere around me but I didn't have time to try and find a way to find it yet.

I protected MJ and her camera from a flying yellow car since it would be trouble if she got hurt from it and because the less impact damage the better. "Why are you here _Hulk_? You're after something right?" I asked when he called me bug man after I slung the car back at him and grabbed me.

Apparently _Hulk_ didn't like the camera MJ had however he only threw me out of the way instead of the camera, it would have been expensive if it broke so I'm glad it wasn't damaged. I got up even though I'm pretty sure I have a broken rib from the throw but it's healing as I move "just a broken rib but it's healing, other than that just fine" I said after I got up.

When I saw _Hulk_ pick up a car about to throw it I shot my web and swung landing on Hulk not bothering to try and restrain him by strength since he's stronger than me and because he's not doing much that's wrong really. Even though I just knelt there trying to talk to him it seemed to annoy him so he batted me off making me fly towards a _DBC_ monitor which is annoying me since I have glass in my sides now.

I blinded _Hulk_ with my webs before he told me he's starting to hate me more than _Energy-Man_ which is probably the one he's fighting right now before he threw a car and I saw who he was talking about. Because I saw who he was talking about I took MJ to another rooftop to ask her to replay a moment that happened not too long ago.

I saw the car break apart and she told me to use _Night Vision_ so I did but just used my actual eyes instead of my suit's eyes, it's very useful to have both. Apparently the _Energy-Man_ didn't like that we were able to see him so he threw a police car at us, I picked up MJ and shot my web swinging us to a different location away from the police car.

I took her to the street telling them what I thought about the roles of _Hulk_ and the _Energy-Man_ before telling MJ to stay low and as safe as she can if she won't stay out of danger. "There's an _Energy-Man_ that _Hulk_ is trying to stop you can't see it without _Night Vision_ " I told the policeman but he only pointed a gun at me which is getting annoying since they are right about _Hulk_ destroying the city by attacking it.

I tried to stop _Hulk_ but I had to either dodge things he was throwing or bullets the police were shooting, it was getting tiring until _Hulk_ finally showed the police the being he was actually attacking making them speechless. When I saw that it was getting to hectic for MJ I decided to swing us up to the rooftop of a building after getting _Hulk_ away from the Energy-Man.

"Just because something is scary doesn't mean you shouldn't do it" I said when she asked me why I'm not scared, in reality I'm not since I can't really die from shocks and fire etc. but I can't tell her that. I took MJ to a different roof when the being came back before I called Fury who told me that he was busy with a _Destroyer_ in New Jersey which isn't surprising.

"It's an energy being not the _Hulk_ Fury" I said before he hung up so I took MJ somewhere else deciding I'll ask _Hulk_ for help instead before putting her on the ground narrowly avoiding the bolts of energy coming from the being _Hulk_ is after. I demonstrated my smashing ability which _Hulk_ really liked, enough to want to smash with me again but I told him we have to smash the _Energy-Man_ instead.

He agreed to it easily before taking off and hitting the _Energy-Man_ I took MJ somewhere else again, I shot a web at her camera when she dropped it so it wouldn't break when it hit the ground and so she can still have at least some video. When she told me about the water I looked behind me and saw the water tower that she was talking about, I pulled it over with my web causing it to fall on the _Energy-Man_ and _Hulk_.

I was thankful he wasn't mad about the surprise shower and I was even complimented by him which made me happy, I got a weird feeling though so I kept looking around. She asked me if my _Spider_ _Sense_ was going off. I explained why I think it isn't over and I was right to assume that to since we went below the city into the subway tunnels I saw the being again.

I was getting shocked multiple times which was annoying because it felt like my insides were fried but I wasn't going to let that stop me from beating this annoying being. The _Hulk_ fell in when I was being shocked again and I was thankful for it since he let me go but it's still annoying especially when I fell from where I was being shocked.

 _Hulk_ and I were working together to beat _Energy-Man_ but it was kind of hard without knowing a way how to with all the electricity in this city that he can feed on. It ended up taking up too much power and surging out but I'm sure he won't be gone for long, on the plus side I got a ride from Hulk to the streets which was fun until I collapsed from the energy.

I had to get back up though when _SHIELD_ arrived since they were after him for destroying much of the city which is a bad thing so I tried to get them to stop but they wouldn't listen. After _Hulk_ saved me from the lasers that were coming I saw the Helicarrier falling before the Hulk tried to stop it from hitting MJ, it was a noble effort so when MJ fell off the building I saved her from hitting the ground.

I had to save her again when the _Energy-Man_ grew in size and headed straight for her, she could've moved on her own but she was either too scared to move or too stubborn either one could get her killed in the field. I told _Hulk_ to continue hitting it as hard as he could despite it not being my actual plan but I don't think this one'll work either since he could've gotten used to the amount of power.

When it took on a lot of energy it still wasn't enough so when Fury said it was big enough to cause major damage and there wasn't any more electricity MJ suggested using her camera. Which was enough to destroy it whether for good or not I'm not sure, when the explosion dissipated many buildings were only rubble making me worry for what happened to MJ.

 _Hulk_ helped to get MJ out of the rubble which I was very grateful for since she's my best friend, the mood disappeared when _Hulk_ had targets on his chest after he turned around. I was able to get them to not shoot him and let him go but he didn't leave until he told us that I, _Bug-Man_ , was cool; I asked her if she was bummed about her camera when I turned to her.

I gave her the memory card back saying I got it before I chucked it since I only needed the power, she was grateful and I was happy about that before we both went our separate ways again. We ended up at my aunt's house to watch it when a package arrived for her, it was a new camera from Jameson which showed he was only mean to me and other vigilantes.

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 **A/N: Hello, I finished writing this on my computer at 2:35 P.M. on June 6, 2016. I hope you like this story and chapter and I hop to see you next Monday.**


	7. Harry's Lesson

**A/N: Hello, I hope you like this chapter and story and will continue reading.**

 **Disclaimer: I do not own Ultimate Spider-Man or its characters.**

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Chapter Seven: Harry's Lesson

Peter's POV

Being Spider-Man is something that has to be done and it is fun but not when you're sick since you have to work even when that happens, I hurriedly put my jeans on before my aunt started talking making me flip over my bed closing the door. I was thankful when she wasn't so close to the door though otherwise the shake would've spilt on her "I don't want you getting sick aunt May, sorry" I said not wanting to be rude to her.

I was watching the news when I saw a Dragon-Man Robot attacking the city but was stopped by a man in a suit that looks very similar to venom, I wondered if this was for the better or worse when I saw the man before I sneezed. I looked over Flash's shoulder when I was in school still trying to decide if this was good or bad, if only I was actually there when it happened then I could tell but I can't when I'm not near him.

I was on the SHIELD Helicarrier when I sneezed, I had covered my mouth with my elbow instead of my hand because I knew they wouldn't like it if I didn't, no one does really. "That's not the reason Nova" I said when Nova asked me if it was because of the costume which was 'cooler' than mine which is somewhat true and I don't really care for how the costume looks just the intentions.

"I don't like him because he looks a little like Venom" I said when Fury asked where he came from and what his story is, I didn't bother with what my active imagination came up with because it's only barely plausible. "Do you even know what my job is Power-Man? Because to me it's more then what you're thinking it is" I said when Luke asked if it was because he's doing my job better than me.

He could only do it better than me if he was doing more than one city which isn't possible for more than one hero, I got up getting ready to leave when Fury asked me where I was going. "You guys don't seem to believe me and since it's only a hunch I'm going to check it out" I said before I sneezed covering it with my elbow again.

"You do know there's only one me right?" I said dangling in front of the Black Spider-Man that smells of metal, burning wire and… mint? That's Harry's smell 'why does Venom smell like Harry?' I wondered shocked. I followed him but he ended up getting me on the sidewalk with minor damage to myself, I left when I saw that everyone was watching Venom swing away.

I was putting books in my locker when I heard girls talking about Venom in the halls, I wasn't bothered by it until Sam joined in "Venom's annoying" I said before I coughed into my arm again before Sam left apparently forgetting about my comment. I heard Harry calling my name so I turned around smelling that he was indeed Venom before he brought me into the bathroom to actually show me that he is.

"It's not meant to be cool Harry, that Symbiote almost killed people the day of your party" I told him when he was combing his hair, when I told him it isn't that easy to become a super hero he asked me how. "Does it really look easy Harry? Having a lot of power that you may or may not control? You know the saying with great power comes great responsibility" I asked him before he remembered that his dad told him differently.

"I support you entirely Harry but not a Symbiote that seems to have a mind of its own" I said when he was about to leave, I grabbed his arm again not liking the 'sss' when he said the 'said' which means he's losing control. I decided I would follow Venom/Harry when he went out, he went to OSCORP and is now swinging through the city, this also means I've been avoiding Fury to.

"What exactly could a kid with training know?" I asked him which is suspicious to him since I have had training, real world training, he reminded me that I had to inform him if there's any information on Venom which I told him I would. It was a lie but I've been doing that for years now which is okay for Cerberus but not Peter Parker or Spider-Man so I felt bad when I ended the call there.

I could smell the emotions coming off of Harry and they were very negative so I saw that this wasn't going to go well when the photographer said for him to 'smile' and I was correct since he tore of the wings and threw it at him. I was able to get to him but I couldn't save the car or wall without harming the man or even killing him, so I chose the one that would cause less civilian harm instead of monetary harm.

I caught the car Venom threw at me protecting the man and the people behind me before putting the car down and getting the man out of the car before Venom punched it. I jumped onto the glass wall of the building that was behind me before we started fighting horizontally on the mentioned building, I jumped on the lamp pole while Venom was on the street.

"Emotions, he thrives on emotions" I said after he told me he's in complete control which he obviously isn't "being the best me isn't difficult you know" I said when he said he's the best Spider-Man. I dodged his punches not liking that the glass is breaking but if he punched me it would break easier which would be better because they'll have to pay more for glass removal.

Every Venom seems to look different which isn't surprising since it has a different host every time with a different mindset to, I kept dodging his attacks not really getting any of my own in for a long time. I was finally able to see Harry when I punched, kicked, and punched him again, he was asking for help but he couldn't finish the sentence since Venom took over again.

I wasn't surprised when he flung me into an OSCORP meeting room landing right in front of Mr. Osborn who he was after, didn't surprise me since Harry is mad at his father and most likely for a reason I won't know for a while now. I protected Mr. Osborn for right now but I don't think that'll last for long, I have yet to actually protect the building though which I hate not doing as well.

I kept avoiding the hits on the roof by a Daily Bugle Bugletron and even avoided some damage to it but it's still a lot before moving to another building seeing that the disorder of the Symbiote isn't good. I was able to beat him when we landed on a Bugle brand bug spray store, or factory I'm not really sure, I beat him either way with electricity like the first time.

When the sparks were done I caught Harry who was delirious after what he just went through, I just hope he won't have any brain damage from being shocked so much in less than ten minutes. I sneezed after I shook his hand but I had sneezed into my arm so I didn't get scolded by him for not using the vampire sneeze like people should.

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 **A/N: Hello, I finished writing on my computer at 4:10 P.M. on June 6, 2016. I hope you like this chapter and see you Friday.**


	8. Trickster Trip

**A/N: Hello, I hope you like this chapter and will continue reading. My internet just got fixed today so to make it up to you for missing the date I updating another chapter as well.**

 **Disclaimer: I do not own Ultimate Spider-Man or its characters.**

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Chapter Eight: Trickster Trip

Peter's POV

We were on a class field trip today and normally I'd be in front of the class but school field trips normally don't work out for me: I got bit by a goat, a dolphin and then a spider on a few of my field trips and I don't think this one will be any different either. I got a very bad feeling when Danny touched the glass and started translating the text more so when the _Nordic_ _Stone_ started glowing blinding a lot of people with how bright it was.

In the glow I saw a _Frost_ _Giant_ from _Asgard_ which shouldn't be here but it would make sense from what the stone had been translated into, Warrior be afraid of the coming winter, it's kind of hard to not know it's a _Frost_ Giant. Principal Coulson told us to do our jobs when he was getting everybody else outside, this is going to be somewhat fun but not so much at the same time.

I didn't like destroying the museum since I like the exhibits here but I don't think the _Frost_ _Giant_ will allow it with the smell of snow and rotten eggs, it means it's from the snow and something that lies or has been around someone that does. Since he smells of a Spirit of Lying I'd be guessing he's _Loke's_ minion since it was an incantation that brought him here and Loke is the only one in _Norse_ _Mythology_ who lies.

I didn't like when _Nova_ said he'd handle it since none of us had gone up against a _Frost_ _Giant_ before and if _Loke_ is behind this that means _Thor_ is coming since _Loke_ doesn't really like his brother and because _Thor_ likes a show with _Frost_ _Giants_. _Nova_ was delirious after he was hit into a display case which broke very easily under the impact, it was funny when he slurred 'I'll go sunlight all over you' before collapsing.

 _Iron_ _Fist_ isn't supposed to find a weak spot and _Power_ - _Man_ is just using too little strength which is less than what he should be using "less talking more team work, right Mr. _Frost_ _Giant_?" I asked when I tried blinding him. I dodged the club that the _Frost_ _Giant_ was about to hit me with when I saw lightning from the sun roof the museum had over and slightly in front of us before _Thor_ came crashing through it.

"You're the only one in metal _buckethead_ " I said when _Nova_ growled at me, I told _Thor_ about our powers since I know _Loke_ wants _Thor_ out of the way somehow and he's using a _Frost_ _Giant_ to do it. "We can help you with the _Frost_ _Giant_ _Thor_ , just tell us what to do" I said when he moved to stand a little bit in front of me "he did notice us _White_ _Tiger_ he just doesn't know who we are to know we're useful" I said after she said he hasn't noticed us.

"We can't fight right now _White_ _Tiger_ something's wrong with the _Frost_ _Giant_ " I said before I saw _Thor_ almost touch a pendant before my _Spider_ Sense went off "don't touch it!" I yelled before he glared at me. " _Loke's_ behind this and I don't think you should" I said but he ignored me touching it anyway the green rotten egg smelling mist knocking me back.

When I returned to the room I saw a frog version of _Thor_ , from the smell of it it has to do with the seven deadly sins, the frog part being from Avarice or pride, which is most likely why he smells more like Pride than before. "I told you _Thor_ , Pride is hard to overcome huh?" I said holding out my finger to see what he'll do, just like on my other field trips I got bit.

"I said _Loke_ " I told him when he said 'there's only one person in the nine worlds capable of such bewitchment' which surprised him and the rest. " _Nordic_ _Mythology_ , _Frost_ _Giants_ who else?" I said but _Thor_ stopped listening and continued regardless.

"What exactly do you plan on doing? You're kind of helpless in a small body which limits what you can do with your weapon" I said before Ava spoke closing the deal. We walked into the portal _Thor_ made and what we saw didn't please him in the slightest while I'm just glad that the world I'm in right now isn't surrounded by fire, magma, lava, and obsidian.

I smelled a large quantity of rotten eggs so I didn't like when _Thor_ told _Loke_ to show himself, I looked up and saw he was surrounded in ice before I was caught to. I watched as _Loke_ was tormenting _Thor_ with words proving my theory correct about the _Norn_ _Stone_ turning _Thor_ into a toad because of his pride.

"We might have something to say you know" I said hearing _Iron_ _Fist_ say that 'Patience is a virtue' when I asked how it was going provoking _Loke_ to come over here. _Iron_ _Fist_ and _Power_ - _Man_ punched the weak spot in the ice cage we were trapped in causing it to break which was good for us however I know we won't win without the proper weapons but we can still try.

"Get the frog _Nova_! You have gloves so it'll be fine" I said before he had time to actually argue that, I had taken _White_ _Tiger_ away from the _Frost_ _Giant_ she was stupid enough to kick but it would've been better if I didn't since I couldn't dodge the club mid-air. I told _Thor_ that we had to retreat because we can't win this way and I knew because of his pride he won't like having to do this and I was correct since when we landed he voiced his disaprovement.

"Who wins like that _Thor_? That fight cannot be won without an actual plan" I said not even bothering to argue with _Nova_ right now, _Thor_ became depressed after that. "It's fine Thor since that doesn't matter right now, not for them anyway" I said before I realized I said the last part out loud "is there someone or someplace that can help us? We don't need immortality to beat them just the right weapons and strategies" I said giving him an idea.

"Burning metal and cinders?" I said when I heard and smelled a swordsmith, _Nova_ asked which one it would be "classic seven dwarfs" I said since I don't think Dopey would be a possible blacksmith. I knelt down to _Thor's_ level to talk to him "do a 180 from being an arrogant prince, it goes a long way" I said before he tried again succeeding this time.

We were given our weapons and I was told mine which wasn't surprising beings I'm supposed to be the leader and I tend to talk a lot for a hero even though I'm not really one in the first place. When we reached the palace we charged the weaknesses we were told working in our favor very well, I used what he told, something I never minded in the first place.

It worked out well especially against _Loke_ who was prideful as well when it comes how people see his coming of status, being a frog slayer doesn't work for him apparently. Being called the Man of Spiders I don't mind since it's better than being called _Bug_ - _Man_ when spiders aren't bugs.

"Animals don't really like me so can't we put it in the _SHIELD_ Helicarrier?" I asked not wanting to keep it because if aunt May saw it she'd freak out and because animals really don't like me.

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 **A/N: Hello, I finished writing on my computer at 6:07 P.M. on June 6, 2016. I hope you liked this chapter and will continue reading.**


	9. A Wolven Switch

**A/N: Hello, I hope you like this extra chapter and will continue reading.**

 **Disclaimer: I do not own the Ultimate Spider-Man or its characters.**

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Chapter Nine: A Wolven Switch

Peter's POV

I swung to the streets when I saw the chaos that was occurring and smelled pollution coming from the bank building which means an _Imitator_ _of_ _Miracles_ is around which is going to annoy me. I heard _Mesmero_ talking to his mind controlled minions when he appeared from within the bank and headed to a truck parked outside.

I didn't like it when _Mesmero_ said he would like it if his 'minions' would tear me limb from limb since I'm an actual superhero, it wasn't fun having to fight them by not hurting them. I crawled to the bus complaining about just washing the costume since I didn't want to harm the civilians when they can't control their current actions.

I crawled up the bus and when it started tilting from all the excess weight I loosened everyone grip on me making them fall before _Wolverine_ showed up landing on top the bus I was currently residing on. "I didn't harm them Wolverine it was _Mesmero_ the one near the bus" I said when he said he was going to count to three before the bus started shaking.

I jumped onto the streetlight when I was about to fall off and onto the people when I saw _Wolverine_ tear apart the garbage can and ask who was going to be first which was very stupid since it's not the pedestrians fault that that happened. I stopped him from attacking the people by putting a hand on his shoulder "It's _Mesmero_ not them" I said turning around to web the civilians so they can't do any damage to themselves or others but _Wolverine_ had another plan in mind.

I didn't say anything since he's a good guy who wouldn't hurt anyone on purpose unless you messed with him, he tore the cap off a fire hydrant and moved the water so it got the people and me. "Thanks I needed the suit cleaned again" I said when he splashed me with the water "did you just now smell him?" I asked when he said that he knew that smell.

I webbed _Mesmero's_ feet so he ended up tripping when he tried to make an escape it was funny when he fell so I decided to make fun of him when it happened. I liked when Wolverine threatened the mutant since it was interesting seeing how the count of three threat works from the outside, however I don't like how this might turn out for ruining his plans to rob a place and take over the block's civilian's minds.

Fury came down and complimented me on my work though he forgot about Wolverine to "thanks but I had help from _Wolverine_ " I said after the compliment, be blamed me for what damage was actually done. "If you want to go down to their level become an assassin or a killer not a hero" I said when he said we have to go down to their level "if you want me speechless Fury actually surprise me" I said when Fury said that he's wanted me speechless and Logan has yet to do it either.

"I hope you enjoy your stay in our city no matter how short you might want it to be" I said when Logan threw the can into the trash can most likely wanting to hit me which I would've let it if I actually smelled bad intent coming from him. "Come back again! I'd like to team up with you if you want" I said when he was leaving which seemed to make him mad and want to come after me but I hid behind Fury who didn't want him to attack me for some reason.

"See ya Fury, _Wolverine_ " I said before I heard a swirling noise and looked towards Mesmero to see he was using his powers which I'm going to hate later on. Luke asked me if I did my Algebra homework "I did and no you can't copy it Sam" I said when I smelled Sam behind me.

"We're superheroes which means we have to be responsible, that includes with homework Sam" I said when I turned around "if I act weird today by any chance blame the mutant I fought yesterday" I said before I left knowing that I might at some point. "I made my own food but if you want money here's a twenty" I said and was about to hand him said twenty when the bell suddenly rang which means I was free from having to give him the money which was good.

I saw swirls in my vision and knew I was falling under _Mesmero's_ power which is so not good and mainly for _Wolverine_ since I think his powers are similar to my birth powers but his aren't similar to mine. I was sort of scatter brained for a few minutes from the change but other than that it was fine since I could retract _Wolverine's_ claws when I landed on the bed.

I heard the phone ring so I got off the bed when I sat up to answer it to hear that it was my body calling from school " _Mesmero_ switched our bodies, I was going to mention that it might happen but you were too busy with Fury for me to tell you" I said before _Sabertooth_ broke down the door. I was glad I was able to attack freely in this body because I was able to kick him down but that was it when I have a landline to my ear.

"Currently not Logan _Sabertooth_ but if you want you can talk to him" I said running from him because I don't really know his weakness plus he smells of burning wood and acid, or _Maligenii_. "Just keep my powers under control and stay in human form" I said when he asked what is happening "what are you talking about kid?" he asked me as I dodged _Sabertooth's_ attacks.

"I'm sure you could've told by my smell in town that I'm not really human, if you stay in my school till I come to you I'll tell you what I mean" I said and I couldn't tell what he said next because the phone line was cut when I jump out of the room window. When I saw _Sabertooth_ jump out the window I threw the disconnected phone at him ruining his accuracy and making him land in the trash, I made him mad by doing that so I ran careful of the pedestrians so the flight not fight wouldn't harm them.

I dodged him trying to grab me and kicked him the jaw before running and turning a corner to get away from him, when I was backed into the road I jumped on top the bus that was coming and didn't try and taunt the mutant since that would only make him mad.

Wolverine's POV

I felt a tingling in my skull before I caught Peter's bag that a man that smells of sweat and honey 'the kid's sense of smell seems better than mine, I'm more angry at him than I was before all this' I thought when I threw the pack back at the man. "Parker said he would be acting strange later today I wonder if this is what he meant?" the blonde man that smells of snow and sickening incense asked the others but was looking at me.

I was annoyed when a girl approached me and I scared her off before the tingling sensation came back and a hand was placed on my shoulder before I pulled the man over slamming him against the locker. I walked outside throwing the bag at the kid who asked me why I was outside when he told me to stay inside.

Peter's POV

"I'm actually _Cerberus_ from _Perdition_ but I left my post allowing Hades' power to escape little by little corrupting some of the people here which allowed for villains to appear, until I got my spider powers I had no way to continue the job I left so I left it to others" I told him when he asked what I was. "He's following me I wasn't sure how to fight him and since he wouldn't listen and thinks I'm you I couldn't get him to stop" I said when he asked where _Sabertooth_ was.

I dodged _Sabertooth_ when he was about to squash me and Wolverine, when he landed he finally got that I wasn't _Wolverine_ however what he came to wouldn't really solve anything for me since _Cerberus's_ body would die and that wouldn't be good for the world. "Stop _Wolverine_ , unlike you I'm not allowed to use my powers and abilities in public so put my costume on" I said before we pushed my bag back and forth between us.

"My costume has better weapons than my body does so put the costume on Wolverine" I said before my _Spider_ _Sense_ went off apparently, I kicked _Sabertooth_ in the stomach so he flew back. "Do you want to go to _Perdition_ _Wolverine_? It's not pretty and it'll burn your body" I asked when I got up after being thrown into a candy store.

He finally agreed to putting on the costume, when he left I attacked _Sabertooth_ who was going to go after him and caused a lot of property damage which is something I don't like doing. I dived into the car I was standing on when _Sabertooth_ tried to punch me but I was the one who served it making him land in a garbage or recycling truck which was funny.

 _Wolverine_ gave me my _Web_ _Shooters_ which I used to blind _Sabertooth_ if only for a few moments before I ran up the pillar high enough to fling him backwards, when he hit the news stand I saw a piece of paper with _Deadpool_ get stuck to his face. We teamed up on the next attack which I hoped was the finishing move which it wasn't, the next one after blinding him however was.

I pushed _Mesmero_ against the wall and threatened him with what Wolverine did in the fight which surprised everyone in the room "whoever said it was hard getting used to his powers?" I asked when I said 'one' to get his attention. It got Mesmero to release us which I was ecstatic about, I pulled my mask down and straightened it so it felt more comfortable.

"You'll keep my secret right _Wolverine_?" I asked when we were on the top of the _Helicarrier_ "sure just don't take your life for grant it" he told me when he decided to steal one of the _Helicarrier's_ flyers. I know I have a pretty good life even with all of what he did when I was in his body, I swung around until my web fluid ran out which was long after I started swinging which was very bad luck for me

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 **A/N: Hello, I finished writing at 12:46 A.M. on June 13, 2016. I hope you like this chapter and will continue reading, see you Monday if my internet still likes me then.**


	10. Venomous Chemistry

**A/N: Hello, I hope you like this chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate Spider-Man or its characters.**

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Chapter Ten: Venomous Chemistry

Peter's POV

I was brushing my teeth when I heard my _comm._ _Link_ go off which means Fury's calling, I ran to my room using my right heads vision when I pulled the covers off my bed to see my invisible _comm_. _Link_. Each of my heads have different visions, left has _Night_ _Vision_ while my right has _Infrared_ which means I can see invisible objects.

When I turned the invisibility off I was too late to answer the call so I played the voicemail seeing that Fury wanted to speak to me which is no surprise since that's normally why someone calls me but it sounded urgent. I could tell from the news when I walked downstairs that it was _Venom's_ fault since I wouldn't do something like that plus I could see the spec of black in the webs which is a part of _Venom_ himself.

I confronted Harry and I could tell he was lying either that or he blacks out whenever it takes over, it was most likely the second one since I can barely smell _Venom_ on Harry like it's retreating inside of him. I used the cycle to head to _OSCORP_ _Tower_ and see if Venom's after Mr. Osborn because of what happened last time.

I smelled _Venom_ from where I was at and saw him to so I decided to crash the party before it became too out of control for someone to stop. "I know you like _Venom_ Mr. Osborn but he seriously wants to hurt you" I said when he asked me why I wanted to hold him back.

It hurt when _Venom_ got free and slammed me against the wall fracturing my right shoulder blade from the pain and sound that hitting the wall made. I jumped out the window after Mr. Osborn so I could catch him despite the smell he radiates from _Hades'_ power.

I got Mr. Osborn into his office and he was sternly grateful about me saving his life but I could tell he was wanting Venom because he found out, I did smell Harry and him and watched the whole thing. I was on the _SHIELD_ Helicarrier getting orders to stop _Venom_ when I made a slight mistake in saying that _Venom_ was a him so I went to the _Wheel_ _of_ _Excuses_ :

A) Tell the truth

B) Blame someone else

C) Tell a joke

D) Pretend it was ludicrous speaking

"I'm sure _Venom_ doesn't have a female chest so yes him" I told Fury getting a scolding from him for back talking "I do know who _Venom_ is but I'm sure I can get its host to listen to reason" I said and Fury said it's a serious public threat so that won't be happening. He told me I was off the mission but I can still find a way to stop Venom even without fighting him so it was useless for him to tell me that.

I was on Stakeout not really bothering to worry about the others since I webbed their tunnels so they can't get out so easily, it won't stop them that I know for sure but it will slow them down. "Sorry dude but I don't really have a soul that I was born with" I told him not worried about anyone finding that out about me "I won't harm him Mr. Osborn, I was only going to get it off of Harry" I told him but he didn't seem to get that.

I was going to tell Harry to stop when I smelled my team, they crashed into the room not long after I smelled them though which wasn't good since now I'll be in trouble with Fury for this. "No one has to get hurt you guys so I can handle this on my own" I said worried for what they'll do to Harry if they get too close to him.

"You're already hurt so it's too late for that" _Power-Man_ said and I knew what he meant, he meant the people he's already hurt which is true. "I heal quickly see? It doesn't hurt anymore, and I meant anymore people not the people he's already gotten to" I said when I jump at _Iron_ _Fist_ to get him out of the way.

"They're not long gone, they don't know it's even happening" I said when they told me Harry's long gone, I watched as they tried to hurt a civilian which is something they are not supposed to do. "Who said harming a civilian is a part of our job? Just because he's being controlled by a _Symbiote_ doesn't mean he isn't human" I said when _Nova_ said it was their job.

I was in the school with my team when they told me to tell them "I have plenty of things I'm keeping from you so which do you want to know?" I asked not really wanting to tell them I'm Cerberus or that Harry is _Venom_. "All of them is what you should be telling us but I think it should be about Venom right now" _Power_ - _Man_ said and I consulted the _Wheel_ _of_ _Truth_ , it was actually and easy choice.

"Since I keep doing things for Harry and MJ because I can't tell them the truth about me either so here it goes" I said before I told them it was Harry, for some reason lightning struck making it seem like it was world changing news when it wasn't. Fury appeared on the monitor not long after I said it and asked why I was there "they wanted to know what I knew about Venom and decided to gang up on me" I said even though _Power_ - _Man_ stood up for me afterwards.

"I know it was created by _OSCORP_ using the evil side of my spider DNA" I asked when _Power_ - _Man_ asked what else I knew about _Venom_ , _White_ _Tiger_ gave me the sample she nabbed when she was fighting him and inspiration struck. "I can make an _Anti_ - _Venom_ with this" I said before Sam cracked a joke that could use some work.

"I made my _Web_ _Shooters_ so this'll be a piece of cake I just need time to do it" I said when Ava asked if I could do it, it was almost laughable that she asked though. I was listening to techno when I was working on the sample smelling that Venom was nearby which means I don't really have a lot of time to make the _Anti_ - _Venom_.

I reached where I smelled _Venom_ and the others and baited _Venom_ to chase after me when I ran outside and onto the roof to get the serum into his body somehow. I lost the serum when he punched me so it wasn't fun when I actually did have to fight him, my team came to the rescue so I jumped on top of the tower to get the _Anti_ - _Venom_.

When I did however I had to watch out for Venom since he wasn't too happy about me getting the serum, I had to jump off the tower just to get away from him trying to grab me. I was lucky enough to see Harry when lightning struck him and he fell but that was the only time I did until I injected him with the serum and he fell unconscious.

I was worried about Harry so I took him to the hospital, I knew Harry still hates me for taking his father's attention for so long but that doesn't mean I can't take care of him still. I left the hospital room when my phone vibrated and when I reached home I found it was a text from Tony, it was him asking if I was alright.

I told him I was and he was thankful that I wasn't hurt too badly and that my science saved my friend, I was glad that his work was doing great since he got a new deal made with another company that needed his tech. I congratulated him before I went to my team's practice room aboard the Helicarrier to thank them properly for not telling Fury.

"Certain secrets are left unsaid but I will tell you all of them at some point when I don't think it will ruin anything" I told them when they told me no more secrets, they seemed to get that but they said they'll find it out when they think it might get too dangerous to keep it hidden anymore which I also agreed to. I was worried about this since my vision was going to turn purple if they continue this "who needs enemies when I have you guys, this is why I said secrets are better left untold" I said when the bots were converging on me.

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 **A/N: Hello, I finished writing this at 1:25 A.M. on June 16, 2016. I hope you like this chapter and will continue reading and please tell me what you think this is getting less and less views and I'd like to know if this is bad or good. I'll see you Friday.**


	11. Tortured Water Day

**A/N: Hello, I hope you like this chapter and will continue reading. Please tell me if I make any mistakes somewhere and I'll fix it next time if I can.**

 **Disclaimer: I do not own Ultimate Spider-Man or its characters.**

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Chapter Eleven: Tortured Water Day

Peter's POV

I'm glad I have my _Spidey_ _Cycle_ otherwise it would be a lot harder to try and maneuver around this tornado which normally does not occur on the streets of New York City, just in case you're wondering. I saw _Whirlwind_ and I did not feel bad that I was going to take the villain down especially when he smells of burning metal and sewer inhabited rotten eggs, this means he's a Fury and he's working for the _Vessel_ _of_ _Inequity_ which seems to never give up on me for some reason.

Trying to catch him was becoming challenging but if I don't then I've failed my job again and cycling into a tornado is not something I need right now. Trying to navigate it was harder and getting hit in the face with a streetlight hurt more than the gale force winds.

I shot a web at a green and silver semi and used that as my transport around this place, it was also I nice weapon against _Whirlwind_ if he just stayed still for once. When the semi failed to hit him I jumped on his back trying to get his helmet off, however when he shook me off I had to use my webs to get it off before using his own armor against him.

I took him down from it when Fury came down, I told him to stay downwind from my breath when I vomited into the helmet before he told me I'm still doing a lot of damage to the town. "I know Fury" I said before I looked around not trying to make excuses for the damage which I feel even guiltier for it, he told me I would be going to the _SHIELD_ training room for a few extra hours of training before I reminded him of our deal.

I went home and when I was brushing my teeth I got hungry so I went downstairs to find something, I opened the fridge before I realized there was a note from aunt May and closed it again to read it. I realized I was going to be alone for the weekend and decided to mess around without making too much of a mess in case she came back early.

I played my guitar, played some video games with Tony on a console he gave that lets me play with him, before making a web trampoline in the living room when I noticed a camera in a corner. I have noticed them but never checked who it was that planted them, since it was my day off though I decided to check, I shot my web at it and brought it to me for a closer look.

I turned it over and saw it was _SHIELD_ that did, I didn't mind since it was _SHIELD_ but I don't like that he didn't tell me about it because I trust _SHIELD_ if only a little and I hoped they'd trust me enough to tell me about this. I was hanging from the ceiling when Fury asked if pretending to be him was funny and it was before I got off my web asking why he didn't tell me about these.

He just said it was to protect aunt May when I wasn't home which I got because I worried about that too however he still could've told me "I get that Fury but I trust _SHIELD_ enough to have not blown up about it when I figured it out" I said and it surprised him. "Why would you have blown up when you signed the agreement that says we can survey your house?" he asked me and I nodded "I do remember that which is why I didn't however I don't remember being told when they were going to be installed" I said and he nodded.

"Here Fury, I am officially off the clock for today and tomorrow" I said before I heard him say to think about what I am doing "I am trying to have fun for once in my life Fury, if I get into trouble I can handle to the point where I won't get seriously hurt" I said and he seemed suspicious of how I worded that. I was on a coaster next to a young girl because Tony's busy with _Stark_ _Industries_ at the moment, I don't mind since he said he would text me later.

I was talking to the girl when I smelled burning metal and salt water which means the one who's been after me is around but I didn't want the girl to know that but instead I think I worried her when I disappeared from the car. I was held up by his arms and I could tell that his name is Octavius from the many arms that he has, it also gave me the idea for a nickname for him.

However to annoy him and make him mad I decided to mess with him and try out other names as well, _Doctor_ _Octopus_ was a good name so I decided to stick with that. I saw and empty car and decided to lure him into a trap like I like to so often in my life before it worked and I swung under the tracks to get my bearings.

Because octopi don't fly it was a good idea to get him to fall from that height but it didn't deter the man as his routine of being stubborn and wanting a go against me he came back. I dodged his tentacles and it was annoying when I couldn't get him to tell me that it was Mr. Osborn that's after me which is even more annoying.

His joke about me being in little league was okay but it wasn't great, he does have quite a punch though the aim was terrible since if he wanted me to get hurt he should've hit me harder to make me land outside of the box of bears. "I'd say those are tentacles not hands _Doc_ _Oc_ " I said when I dodged said tentacles, I slipped on one of his oil slicks though so I didn't really dodge his tentacles.

When he was about to saw me I said that I had one thing to say, it wasn't about his four instead of eight tentacles though because technically his arms and legs are also limbs and octopi don't have those. "Like your tentacles they seem very useful however an octopus can't catch a spider so easily" I said making him mad before I did a backwards summersault to dodge his attack.

I didn't like it when he decided to grab an innocent civilian like a real criminal instead of just fighting me unlike a scientist should, I don't mean to say they shouldn't fight at all but they should use those they created to do so instead of something they didn't. I decided to have some fun with him since he ruined mine and used his appendages as a jungle gym until he let the civilian go, I was caught again by the man and as usual I was witty which he found commendable until I got him shocked instead.

I ended up flying into the hall of mirrors and ended up with glass in my skin which healed over it which means it's going to hurt later and it's going to be hard getting it out. I felt bad for the man when he said he was handsome once and I could see it easily and not just from the mirror, my nose can smell more than just a species, scents, and such but also a past and what kind it is.

For him it's a bad one that made him look and act how he is now, I dodged his attacks continuously for a while, I tried a joke I know is terrible almost as much as _Nova's_ , actually I think my joke was worse than _Nova's_. I saw Fury on the mirror and I was taken off of it when he disappeared because _Doc_ _Oc_ wants to dissect me for a reason I don't get, I don't get it because Mr. Osborn should be smart enough to know that it was his spider that did it.

There had to have been abnormalities in the spider before it bit me to see that it wasn't an ordinary spider, but from what I think is happening that wasn't the case and it confuses me. I was unconscious and I could tell from the continuous pain that something wasn't right and from the fact that the dream I was having was really weird.

I looked down at my suit and saw there were multiple cuts and abrasions on my skin and rope around my neck, legs, and arms which means he did something to me when I was unconscious. I could tell they were made from either obsidian or silver which is what I hate the most and is the most harmful on my human body, I woke up when I heard a whirring and Fury telling me to do so.

I winced when I got up but knew I could power through it in time to find a way out as well as beating him for causing damage to my suit, it takes an extra thirty to forty-five minutes for my wounds to heal than it would normally. Normally major wounds take five to ten minutes while minor ones take about two minutes when it's not a weapon made of silver or obsidian.

"You call yourself a doctor yet you call me a bug" I said trying to use as little movements as possible but knowing that isn't really possible when trying to find a way out and fight the man. I dodged many attacks but when he said for me to stay still I spoke up "I was already tortured so I don't think that'll work out for me today so can we reschedule the haircut?" I asked when it almost did give me one.

I dodged more attacks and swung at the same time to dodge them which was taking longer than I hoped it would and if this continues that's going to be lead somewhere disastrous. I knew he was talking to Mr. Osborn when I heard his voice and what he said made sense as to why _Octo_ is after me so much than again there are scientific reasons as well.

I was pushed against a wall and I realized that I was an abrasion on my back that hasn't healed yet either so he probably had a silver net or rope or even more likely silver embedded rope. I pressed a button that looked interesting since it had my spider symbol on it and what I saw didn't surprise me since that shows he's very thorough.

It was easy to get him to admit being a 'crazy stalker' when really I never really thought he was since he's just doing his job, if I thought that about him I would think that about all government agencies around the world and I don't. I called Fury and told him the situation not being Peter or _Spider_ - _Man_ at the moment but serious like I should've been and was for a time, I wasn't prideful or even boastful when I spoke.

I dodged the man's tentacles when Fury said duck and attached myself to a wall of the collapsing building, the building came apart and I accidently let go of his tentacle which I know is a bad idea. 'I'm doing this because I rather protect everyone even my enemy' I said even though I'm losing air doing so, I swam to him grabbing his tentacle and pulling him up accidently hitting his head against the building in the process.

I could see the blood from my wounds that still have yet to heal before I blacked out and I wouldn't be surprised if I died of blood loss right now. I woke up when I smelled after shave and leather and my vision was purple and so was Fury which made me hurry to change my eyes human again.

"How long was I unconscious? And how come I'm not dead?" I asked him he didn't answer but he did ask me about my eyes but he wasn't scared by them, I can see what someone's real emotions are by their eyes and he's more curious than anything else. "I told my team I would tell them that when it doesn't cause them harm so until that happens I can't tell you either Fury" I said and he was wanting to know about my healing abilities and how I've been healing so fast.

"Same reason as my eyes Fury so not now" I said and he was getting mad but for some reason he didn't order me to tell him he just stayed silent until Doctor Connors came by giving me _Doc_ _Oc's_ tentacle. "Thanks for saving me Fury I appreciate it" I said and he nodded "and could you change it to one camera outside, I know you won't delete all the footage before the team sees it so is it a deal?" I asked and he nodded shaking my hand.

Third Person: Security Tapes

Peter was in his room checking on his wounds that he got a few months ago when he touched a silver blade on accident during the time where he and Ava teamed up against _Taskmaster_. His eyes turned purple and the cut healed easier but not as fast as it would have "man, why did Fury have to assign me to a team I told him to assign them a human leader not a monster" Peter said surprising everyone in the room.

It surprised and shocked the people watching even Fury who had watched all the tapes but has yet to see this one, a few he had skipped and let someone else handle. Peter's team was curious as to what he meant but let it go because he was probably just meaning about how he destroyed the city over the past year and such.

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 **A/N: Hello, I finished writing this at 8:33 P.M. on June 18, 2016. I hope you like this chapter and story and will continue reading, see you on Monday.**


	12. Dream Land Mayhem

**A/N: Hello, I hope you like this chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate Spider-Man or its characters.**

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Chapter Twelve: Dream Land Mayhem

Peter's POV

When I woke up I smelled something odd and I didn't like it, I smelled it in the city when I was fighting to, it was mildew and that's similar to the smell of a _False God_ which I can tell isn't good. I started my morning routine and realized I had extra limbs and I knew that this is what the bad thing is, I walked out of the bathroom and looked in the mirror.

My aunt May walked into my room and I didn't hide my extra limbs because this is just an odd day right now, I turned around and saw aunt May had a spider for a face and I knew this had to be a _Nightmare_. Danny came in not long after and I knew this was a nightmare when he pulled me out of it by punching me through my bedroom wall.

I woke up on my desk and thanked Danny for saving me from not waking up, he was surprised I noticed it was his doing when he should've known that I notice things like that. He explained what he did when I asked and I wasn't surprised since I figured he did something like that with what I smell on him, it's something similar to sugar however it's different because it's a similar smell to dream dust.

I went over to Sam and checked if he really was that knocked out and I noticed he smelled of something, something I know Danny knows more about than me right now, because of this I asked him what happened. We changed our clothes and I took him on a ride with my _Spider Cycle_ so he can get where he wants to go faster which I'm going to really enjoy later because I know where he intends to go for help.

"The supernatural right _Iron Fist_?" I asked when he said to expand my mind, I activated the web shooters on the bike so I can get on the buildings easier so I won't run into the people _. Iron Fist_ explained what training he had and I figured as much with how he woke me up, I heard about this a lot when I was a puppy from a few video feeds held on _Doctor Strange_ and those of Kun Lun.

I cycled across Jameson and I felt bad for the man since he really needs to get a life to not be so obsessive over something like that, I mean seriously he shouldn't hate me so much that he has nightmares about me. "What were you saying before about magic?" I asked him when I connected a web from building to building to get around.

"I do believe in magic _Iron Fist_ but I don't really like it so much anymore so can you not talk about it?" I asked remembering the times that Uncle Ben did it before he died. " _Doctor Strange_ is the name I like to call him not that name, as soon as he tells me to call him that I will call him that" I said and he seemed surprised.

I was standing in front of _Doctor Strange's_ house and it was really cool, I can see past what it was cloaked to look like and walked inside with Danny who seemed surprised I didn't walk into a gargoyle that was on a post outside. "Why does he have so many cursed and magical objects on display?" I asked when we walked in and I saw all of the podiums.

"Hello _Doctor Strange_ " I said when he laid a hand on my shoulder after I closed a box I accidently knocked over, I caught it before it could break though. "Please don't touch anything else" he told me and I nodded before he said to call him Sorcerer Supreme which I decided to do when he wanted me to.

He waved his hand in front of my body and I felt purple aura surrounding me and it surprised him apparently "if you can read minds read my first and second thought, first if you don't trust me second if you do" I said and he nodded before I let him see my life as _Cerberus_ , what I did that caused all of this and then when I joined _SHIELD_. For some reason Danny thought I didn't believe that he got it right but I was only surprised he didn't tell him that I was and still am _Cerberus_ , someone who shouldn't actually be that trusted but he did trust me for some reason.

"I really hate _Nightmare_ " I said accidently growling the word ' _Nightmare'_ which concerned Danny apparently, I walked over to the throne that was odd to me and I figured it was his from how strange it looked. I didn't sit in it since that would be rude and I don't want to do that to someone who didn't tell Danny about who I am.

"You were chosen for a reason _Spider-Man_ that is why I trust you, you have done no wrong yet and I intend to keep that trust until you prove me wrong" he told me and I stayed quiet since I figured that's what he wants me to do. He called out his eye and decided to bring us to the _Dream Dimension_ which is stupid because he'll be weak there with the little people who are actually dreaming right now.

I know I'm supposed to stay on the path but I am worried about the faint scent of trees because that's Ava's smell "I'm worried about something" I said when _Sorcerer Supreme_ said to stay on the path. "We need to defeat _Nightmare_ " I said clenching my fists when I saw what the dream is doing to Ava and _Doctor Strange_ agreed when he was standing behind me.

Seeing Sam's dream made me stifle a laugh since being scared of bunnies is funny somehow, a fear is an illusion if you can beat those or at least find a way to deal with it than they're noting more than objects. "I won't stop believing in magic since that's what I promised Uncle Ben but it doesn't mean I'm going to start using it again" I said and _Doctor Strange_ nodded making me smile under my mask.

I smelled something a few seconds before a voice was heard and I had to cover my nose because it reeked that much, it was a mix of every demonic smell and it made me gag. Mildew, rotten eggs, burning wire, different types of flesh (rotting, burning, decaying, etc.), pollution, mold, compost, and poisonous metal is what it smelled like except it was all mixed together.

I really wanted to wake up hoping it was a dream but knowing that a demon like this, an actual demon, is something I can't run away from not after last time when I left the gate. _Doctor Strange_ casted a chain spell which was stupid because he's weakened here compared to _Nightmare_ who's gaining power the more the others are asleep.

 _Nightmare_ called out _Dreamons_ and I really wanted to do something about them but I can't really do so in this body, they were considered a lot more powerful in _Perdition_ but they are still annoying without the power they had down there. "Know that Danny, when you die in a dream or nightmare it's always the same your mind collapses and you never wake back up" I said when he was about to warn me about the consequences of losing in the dream world.

"Funny is not what you're meant for _Nightmare_ " I said and shot Nightmare's horse since I know it won't work on him with his cloak which annoys me to no end. _Nightmare_ changed his trapped horse to a giant spider which is so cliché in my opinion that he would use a common fear as a minion right now.

I tried to give him ideas and he just said brute force alone can't beat him and I knew that but he hasn't done anything to me to actually help defeat him "you say we have to stick together and that it was a bad idea that I was brought here but _Iron_ _Fist_ is the only one not here" I said and he seemed surprised for a moment. I smelled the faint scent of fresh snow and incense so I knew Danny was in the world of nightmares so I looked around and saw a Chinese or Japanese styled gate opened on the trail.

I walked in telling _Doctor Strange_ I was going off with Danny since we are the only ones that are supposed to have fears since he doesn't have the luxury of having fears, he was worried about me going off but I could tell it wasn't because he distrusts me. "I know this is your home Iron Fist but you can't stray, this is _Nightmare's_ realm, in some nightmares it is hard to control your own actions" I said but he just kept walking.

"Are that caught up in _Shao Loa_ that you want to agree that you lost the ability to keep the powers you earned?" I asked Danny who was beginning to think out loud that he doesn't deserve the _Iron Fist_. I tried getting to him but it wasn't working since I was blown out of the nightmare and brought back to _Doctor Strange_ which I don't mind but I'm worried about Danny.

I liked the fact that he was holding his own until I noticed that he was losing his powers very slowly, I tried encouraging him but it wasn't enough to help him because he was losing it faster than before. "I never said there was no magic I just don't want to try using it again after Uncle Ben died" I said when _Nightmare_ asked me if there was any magic.

I shot a web at _Doctor Strange's_ back and pulled him from the blast which was worrying me when he changed from _Doctor Strange_ to Dr. Stephen Vincent Strange which wasn't good. "You said you had no fears _Doctor_ I knew from the beginning that was a lie from how you worded it but come on you'll lose the people you're supposed to protect if you let that fear control you" I said as I tried fighting the demon off by myself.

I was punched through a lot of doors and it hurt from the pain I felt by my shoulder blades, it wasn't fun seeing that he was making fun of Danny and the _Doctor_ either. "Take your best shot Nightmare you won't do much damage" I said giving him an idea and I didn't like it when he started using Uncle Ben as a way to scare me either.

I started conversing with him instead of what _Nightmare_ intended "hey ya Pete, still dreamin' huh?" he asked me taking my mask off which made me smile. "Half right, it's good to see you" I said and he nodded messing up my hair even more with his hand, it was behind my ear so I liked it how he messed with it.

"This isn't his greatest failure, who are you anyway?" he asked _Nightmare_ and I smiled at him before turning around "I live with my fears every day, my greatest failure is something no one will understand and you won't understand me or my Uncle Ben if you think I'm scared of what happened to him" I said mad at the demon. "I deal with my fears every day as _Spider-Man_ so this is nothing but a dream come true to me, I became _Spider-Man_ because of him" I said and it shocked _Nightmare_ when I spoke about how I deal with my fears.

I shot my webs at him and pulled him into my house which was fun, I walked up to Uncle Ben and he gave me back my mask which I put on before thanking him and telling him that I missed him. He encouraged me and I was happy, it gave me more courage than anything, Tony and my family are the only ones who give me this much courage.

I could see what was _Nightmare's_ nightmare and it was a memory for me that was hard to forget, it was the day that I showed them who I really was, that nightmare was of me losing control and killing them. They told me that day that I was still their nephew and that they still loved me because I have yet to show them how cruel of a demon I really am.

When I told _Nightmare_ what his fear was he screamed and I smelled Pine after shave and dream dust which means _Doctor Strange_ is about to make an appearance, two seconds later he did just that. A mic came down and I decided to have some fun with it, just a nightmare resounded everywhere and I can tell that's what everyone heard before they woke up and after to.

I smelled fresh snow and incense from my right and knew it was Danny so I was glad it woke him from that depressing nightmare he was having, when I complimented his entrance he said he was thankful that I believed in him. We were back at his home and I was thankful "thank you for not telling him _Sorcerer Supreme_ " I said when he walked to put the box on the podium.

"You gave me no reason to _Spider-Man_ , you have enough of a hard time dealing with the burden as it is" he told me and I nodded when he set the box on the podium. He told us that we had to get back to school and I thanked him for reminding us because I have something planned for Sam for always not listening when I give advice that would save him from all the head injuries he's suffered so far.

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 **A/N: Hello, I finished writing this on my computer at 3:04 P.M. on June 22, 2016. My favorite heroes in order are Spider-Man and I think Doctor Strange and Iron-Man are tied for second either that or they're all tied for first. As usual I'm not listening to my parent when they tell me to go to sleep. I hope you like this chapter and will continue reading, I'll see you on Friday.**


	13. Rival Zodiac

**A/N: Hello, I hope you like this chapter and will continue reading. What type of story do you think I should write for SpidyxTiger Man285 since it is your idea.**

 **Disclaimer: I do not own Ultimate Spider-Man or its characters.**

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Chapter Thirteen: Rival Zodiac

Peter's POV

I was messing around on one of _SHIELD_ 's bots when Fury decided to shoot it from under me "what was that for?" I asked when I fell, he told me to stop messing around. I listened quietly as he spoke before I walked past him listing things that I already know I have to get to please him for once.

"For starters, and respect" he told me and I sighed before I nodded "I know that and I do, I'll be on time tomorrow Fury as a sign of that" I said before I hit the button on the door before leaving. I kept hearing Fury's voice during school and I really didn't want to be "ouch" I said as I opened my window ten minutes before I'm supposed to meet Fury, it also takes that long to get there to.

I swung through the city and knew that something was wrong from the smell of mildew before I reached the headquarters, when I reached it and landed on top of it I decided to pretend like I was stupid and didn't know what was happening. I was caught by the men and they said they were _Zodiac_ and I knew that name from somewhere I just can't remember when someone that smell similar to Fury came up to me saying that his name is _Scorpio_.

When he told me Fury was dead I knew it wasn't true since I didn't smell death near where Fury's smell is at, _Scorpio_ started giving a small speech which was something I didn't want to hear from him right now. I saw Fury's figment and got advice from him which is probably don't believe everything you see until it's one hundred percent the truth.

I decided to make fun of the man for being mean to Fury and was caught but got free for a while to cause _some_ damage to the men before going down one of the shoots. I smelled a lot of garbage down below and I think I knew what _Figment Fury_ meant when he said 'diving in head first is diving in brains last'.

I gagged when I landed in the sewer of the Helicarrier, it was more disgusting than the rumors and I just hope they don't do anything that can harm the environment when they dispose of this stuff. I found the label maker I gave Fury and my aunt gave to me before there was a fire to burn all the stuff.

I swung out of the room and saw where there was another vent so I went through there so my suit won't get burnt. I crawled through the vent but stopped when I heard _Aries_ and _Taurus_ talking about how much I talk.

I continued crawling and tried my comm. Link but it didn't work "they better be on a mission or they're training for twenty-four hours straight" I said knowing they wouldn't be training when I'm supposed to be. I continued crawling liking how clean this vent is compared to the many I have crawled through before now, I listened to _Scorpio's_ plans and didn't like what they were panning.

I heard my comm. Link switch on and heard Fury's voice so I looked down to see him, however he was in a tank and looked to be strapped to a table so I figured something really bad is happening to him presently. "Fury! Are you alright?" I asked and realized I yelled the last part and knew I'm not lucky enough to have them not hear me.

I jumped down when _Scorpio_ decided to speak to me, I decided to mess with them for a small while but they didn't want to. "Spiders are arachnids not bugs" I said before I jumped at the _Zodiacs_ and then jumped in the air dodging their ammunition from the pew pew guns they were manning.

Fury told me to get to the data station so I said I was trying before I dodged more ammunition and was able to get to the mention station without being seen. "This isn't as hard as I thought it would be" I said when he told me the key to the 'secrets of the world' which isn't really unknown to me.

"Hello _Aries_ , _Taurus_ , _Leo_ " I said as I jumped on the first and last of the ones I said hello to before I landed and shot a web at the _Aries_ who was trying to continue the download. I threw a punch at _Scorpio_ but he dodged it and grabbed out the _Scorpio Key_ … why does _Scorpio_ have the _Scorpio Key_?

"Fury? Why does _Scorpio_ have the _Scorpio Key_?" I growled when he grabbed it out and called me a twit, I'm guessing Fury calls me that or someone near England, Britain, or in either of those Countries. I dodged the _Scorpio Key_ and went into the vents before crawling through them to find Fury since I can smell him.

I asked him why he has the Scorpio Key with him not bothering with the run down since I saw it on one of the files they were downloading. "You're in a medical by right? I'm on my way" I said when he told me to come get him which wouldn't be two hard but I can smell burning metal, medical supplies, and Fury so I am guessing he is in danger right now.

I decided to play puppeteer when I knocked the _Leo_ out since I know it won't fit me from the build difference, I jumped down when they weren't buying it and got two to take each other out before I was pushed against the wall by _Taurus_. When I got free I decided to mess with him a bit since it would be fun to.

I punched the man when I was found out and since that didn't work as much as I wanted it to I jammed his gun and he tazored himself with the unreleased output. When I reached the place Fury's smell was coming from I decided, despite my dislike for guns, to shoot the lock instead of doing something that'll waste more time.

I decided to hit the bottom red button since I figured it would be the right one, turned out it was and the laser stopped and the cuffs unlocked to. I walked up to him but stayed a few feet away because even though I was happy to see him alive instead of smelling his blood, or anything else that would indicate he's dead, I wasn't going to make him at least a tiny bit uncomfortable by hugging him.

He asked if I was ready to listen for a change and I nodded since I said I was going to yesterday even if it was indirect. When we arrived to where we would be 'suiting up' I put on the armor and the _Web Cannon 3000_ that was on the wall before I asked Fury what we do now.

He used the gun and opened up the door that showed the bike he told me to get on and I did so without hesitation since it didn't seem that dangerous. When he was driving the cycle the Helicarrier's corridors started blinking red and I could tell what it was before the ship told me, it was counting down and warning the occupants of the Helicarrier it was about to self-destruct.

We got off and from him saying 'three 'o' clock' I looked to where that was and shot the _Aries_ , _Taurus_ , and _Leos_ that were running toward us. He told me he had a plan and I followed along with it and got the _Zodiac's_ attention before defeating the ones who attacked me.

I jumped on a solid part of the Helicarrier and checked the suit to see if it had any tricks in it's armor, I pulled out _Spinning Aracha-Disks_ and threw four or five of them. I moved to another part and pulled out six _Impact Force Bubbles_ at the _Zodiacs_ this time when I checked the suit again capturing three of the men but I know there are more on the landing platform.

I felt my _Spidey Sense_ tingle and turned around to see a rocket, I voice my worries about whatever it is that I activated and thanked whatever force out there that it was a _Personal Ivisa-Shield_. The Helicarrier tipped over and was heading into the river and I wasn't really surprised this was his plan before I shot a web at a higher point on the Helicarrier and swung myself up to find an entryway.

I ran up the Helicarrier and just in time to since the vent closed as soon as I jumped in so I was very lucky today. I crawled through the vent when I landed and could smell that _Scorpio_ and Fury were with each other.

I smelled something I smelled earlier today and saw the label maker still there so I shot my web at it and brought it up to me so I could give it to Fury so he can do what he wants with it, namely not throwing it in this dump and giving it to someone who actually wants or needs it. I saw Fury and _Scorpio_ fighting and I was correct when I knew I recognized that smell as Fury, I think they're related because everyone has a certain scent that is unique to the family and _Scorpio_ has the unique scent.

When he decided to try and use the _Scorpio Key_ I shot my web at it and yanked it from his hands so he can't use it before Fury rammed him in the waist tackling him to the ground. He took off the mask and I asked who it was since he was surprised "so not surprising" I said when he told me _Scorpio_ is his brother Max, Max dived in the water when the twenty second count down started.

Fury was able to stop it at seven seconds so I was relieved that it was stopped so quickly and he took the ship out of the river and back into the sky where it should be. I decided to give him the label maker since I was hoping he'd at least do something useful with it "you can sell it to someone who actually needs it or want it Fury, just don't let it rot away in the dump down there" I said when he said I shouldn't have.

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 **A/N: Hello, I finished writing this on my computer at 4:38 A.M on June 27, 2016. I hope you like this chapter and will continue reading, I'll hopefully se you on Monday.**


	14. Operation Beetle

**A/N: Hello, I hope you like this chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate Spider-Man or its characters**

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Chapter Fourteen: Operation Beetle

Peter's POV

I was going against the _Trapster_ with my team since he's so adamant about defeating me for some stupid reason when Jameson started talking about _The Beetle._ I shot my web at a building when he decided to shot his glue at us, when he made a joke about us 'sticking' together I heard everyone groan, I think it was because they didn't want to be stuck with me.

 _Power-Man_ got annoyed enough to want to activate _Operation Glue Stick_ and so did everyone else and I didn't mind in the slightest. I had to carry _White Tiger_ away from the glue trap though and made a remark having to do with how mother cats carry their young.

I had to drop her off when she got snippy from the remark so she can ruin the glue pack he has so we can carry out _Operation Glue Stick_ which _Trapster_ didn't like so much. We had to go back to _SHIELD_ for the briefing on our job on our teamwork and the work on the _Trapster_ which turned out to be good not horrible like I thought it would be.

When we were given our first field op. it was _The Beetle_ who the _Bugle_ seem to want to know about and _SHIELD_ has no info on, not long after Fury told us that though Jameson came on the screen saying how after he catches a story on _The Beetle_ he'll go after me again. Jameson came up with the moronic idea that I was in league with _The Beetle_ which as usual was nothing new for him to make assumptions like that since I think he did the same with the _Hulk_ when he was destroying the city.

I wasn't surprised (1) when Fury told us we had to protect Jameson however that doesn't mean I was happy about it, Fury than explained what was going on and what antics _The Beetle_ has been up to that Jameson wants to unearth. "So you want us to protect someone who doesn't want protection? Especially when the protection involves me" I asked and he nodded making me sigh.

I watched the board from the top of the building where Jameson is talking about death threats and how he doesn't need protection "I think the same _Buckethead_ especially since I won't send him death threats however you can't keep him from free speech" I said when _Nova_ said he'd prefer him talking about me instead. "That isn't exactly true _White Tiger_ " I said when she said any one of us can take him down "what is that supposed to mean?" she asked me and I nodded.

"His high-tech suit for one, it must have a lot of weapons that might be suited to take any of us down" I said and they nodded hesitantly "we have no idea what he could be up to to take out Jameson" I said and I know this is harsh but they need a reality check that they don't know what we're up against. "Every one of us has weaknesses that can be used against us and I'm not saying we can't win I'm just saying there's a chance we can lose so don't get your hopes up" I said and they nodded.

"Oh be quiet over there" I said when they scolded me for having my phone on ring instead of vibrate "why are you going to the _Daily Bugle_?" I asked receiving concerned looks from my team. I ran to the edge and saw MJ walking up to the _Daily Bugle_ 'no wonder I smelled her strawberry perfume so close, I just thought she was coming by to see the dream place she wanted to work' I ranted in my head.

"She has an interview even though she knows _The Beetle_ might attack" I explained scolding myself for not listening when she told me that "I can't change her mind, no one can" I said. I explained to them about the broccoli, I ate all of it, and I also explained about the thing with the basketball court to.

"I'm just worried MJ, I know you can take care of yourself and all but if he attacks I don't want something bad happening to you Harry would be really worried along with myself" I told her when she turned down pizza and the _Baxter Building_ tour. "Thanks for the worry Peter but I'll be fine I won't be a good reporter if I don't take risks" she told me and as soon as we reached the doors I felt bad for Luke and Danny since I did warn them.

I heard a gas being sprayed when we entered the building and heard the two fall to the ground but I didn't say or show anything knowing if MJ saw or heard something wrong she would investigate and I don't need that. When she tricked _Nova_ I heard what he said and I almost rolled my eyes before I heard and smelled electrical shocks not very far away which means something is wrong with him.

The power in the elevator went off and I said something I've been wanting to say two to five times today "this is bad" I said before I felt the elevator falling and heard MJ scream. ' _Ava_ what happened?' I thought inwardly growling Ava's name "I wonder what happened?" I asked no one in particular actually meaning it before I saw MJ move to the doors.

MJ told me that we were taking the stairs now which is annoying me since she's as stubborn as ever, I tried calling Ava and found that like the others she's been incapacitated which really isn't good. I walked up the stairs with MJ not really surprised she's taking the 'make a difference' approach with this, I opened the door and got pushed to the side by MJ.

I felt my _Spidey Sense_ buzzing in my ear when MJ was at the desk so I pushed her into Jameson's office smelling nothing but electronics and leather which means he isn't even here which upsets me since he is a liar. When I pushed her inside I took off my clothes so no one will know I'm _Spider-Man_ since I had my costume on under my clothes before putting my mask on and webbing the door shut.

'Ok there are four means of entry for him, the window, vents, floor and elevator however I don't think I have a plan for the elevator' I thought looking at the main points of entry and exit. When the elevator opened I was surprised by the swarm even though I shouldn't be and was pinned to the ground by them when they flew at me.

I was surprised though when _The Beetle_ was caught off guard by the secretary's screams which means I can take him off guard to and I could have a chance at actually beating him. I took the chance and kicked his arm so he can't aim it at me and then aimed a kick at his waist knocking him into the elevator, before dodging his shots feeling bad about ruining the furniture and even the painting.

He looked perplexed when I shot at the couch so I explained pulling my webs so I can hit him against the wall but I know that I didn't finish it since he does have a high-tech suit and all. I know I have bruises covering my body and when I sat up I saw _The Beetle_ aiming at me and jumped to the wall on my right knowing the wall behind me would break from the impact of the weapon.

I told MJ a lie but I don't think she bought it, if she did I give her brain way too much credit. I webbed his gauntlets but he had way more weapons which knocked me out of the room, I shot my webs at the building and got back in the room to see _The Beetle_ aiming at the door to Jameson's office.

I pulled him back and out of the window but I was ignorant when it came to beetles since until he activated his wings I forgot some can fly, like the _Flying Cockchafer Beetle_ for example. I was pulled with him when he went flying and shot a web at a building block that's similar to the one we used in _Operation Glue Stick_ earlier today spinning it so I landed on the window of the _Daily Bugle_.

Swinging on a web so I won't get hit by his bullets before I was punched by him into the window that broke when he collapsed the wall earlier, I think he broke my jaw when he did though which hurt a lot. I was thankful when _Nova_ came through the floor since he was aiming for the office however I wasn't so thankful when _Nova_ was careless enough to taunt him and go through the floor with him.

"Did you forget about me _Nova_?" I asked glad I was finally able to move my jaw without it hurting "guys you do know he has a lot more weapons right?" I asked them before they saw it themselves. We were getting beat really bad and I voiced that when I jumped on the railing after _Power-Man_ was thrown into _White Tiger_ "listen up team we're going to use _Operation Glue Stick_ if you want to" I said and they saw what I meant and commenced it.

'I really hope this works' I thought before it was terminated twice by both sides "it's fine _Power-Man_ just keep trying, perseverance is key after all" I said hearing him grunt his disapproval. When he finally got one it did the same thing except it was taken from him by _Nova_ and then given to me before he finally got it, for some reason this is going a lot like last time.

I grabbed _White Tiger_ and unlike last time she responded and like last time she ruined his back pack which held his wings and he got stuck in the _Glue Stick_ before getting out with something _Trapster_ didn't have: strength. I was able to stop _The Beetle_ from hitting anything living in the room which was for not because he was aiming for a television screen of Jameson and not anything else.

MJ thanked me for saving her life and I was embarrassed so I scratched my head saying any time before _White Tiger_ spoke up before I shot my web and swung out of the room. I put my clothes back on over my _Spidey Suit_ and coughed to make it seem like I was actually in the room the whole time with all the smoke and everything.

I was walking with MJ and apologized for the job interview going south before she said she applied for the summer interview explaining why as well as her plan for the Bugle, I wasn't really surprised about it though. I got a text from Tony when Jameson was quiet and read what it said, he asked if I was alright since he heard what happened making me smile.

'I'm fine Tony just a few bruises' I texted him before he told me that was good and asked if I would play the console he got me and I said I would.

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 **A/N: Hello, I finished writing this on my computer at 2:39 P.M. on July 1, 2016.**

 **1)** **This means he did not fall out of the chair.**

 **I hope you like this chapter and will continue reading, I will see you Friday.**


	15. Trouble in Paradise

**A/N: Hello, I hope you like this chapter and story and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

* * *

Chapter Fifteen: Trouble in Paradise

Peter's POV

I got a call from _Nova_ and I hurried even though I knew it was a snow day, but I also knew that he wouldn't call so early if there wasn't something else either. I jumped out the window deciding to play their game for a bit when I landed in the snow.

I got out of it quickly though asking what they're doing here on a Snow Day making _White Tiger_ say they were here to pick me up for a training mission, I don't mind what agent Coulson had planned though even if the others did mind it. From what _Nova_ said I knew this is going to end badly since it always does when he has a plan, when we reached the destination I smelled something odd.

It was the smell of seclusion which leads to insanity for some people and it was coming from the sand, I don't like this and I don't think anyone else will either once they find out what I smell. I heard the shifting of sand and I didn't like it so I turned around to see a pile that was quickly disappearing, I know I should say something but they won't believe me until they see it.

"There's something wrong with this place guys" I said feeling my _Spidey Sense_ go off when I threw the football at Luke, I knew they wouldn't believe me so I decided to play them in Volleyball but a still smelled the seclusion, sure it smells mainly of sand and sea water but that's it and I don't like it. The jungle is a place I shouldn't go that much I can tell just by one foot in it I smelt nothing from behind me but I did hear something so I got out of there running into Sam in the process.

Luke asked me what my _Spidey Sense_ was saying and I told him it wasn't happy since we arrived "Ava leave it be" I said when she said we can't leave him alone on the island. "If he's supposed to be here and _SHIELD_ has it in their database he's supposed to be here to" I said but she wasn't listening.

We changed into our costumes since I really didn't want to mess with her and her glare she was giving _Nova_ and I, we saw Flint but I don't smell anything from him either which means he's Sandy just grown up. We all decided that it was better that we leave before young Sandy started talking to us when we saw the transport we had to get here.

"We're not from here so we're confused as to where we are, we're trying to figure it out" I said when Sandy started acting even more weird than usual. "Hit the sand" I said when a hand of sand swallowed the jet and came towards us and headed to the ruin.

I complained verbally about this vacation before the hand appeared again this time attacking us which I dodged by jumping on a tree. "This place is 'classified' not classy _Buckethead_ " I said when I asked him what else the file said, when he said we were near the _Bermuda Triangle_ I wondered how he survived this long.

'Man I hate having to fight something that's everywhere' I thought when _Power-Man_ had to be saved by _Nova_ for not being able to fly, I dodged the flying sand blocks not even bothering with trying to use them since they're not solid weapons. Next thing I know we're surrounded on all sides by spiked walls which _Nova_ moronically tried to escape, as soon as the walls reached us I blacked out for a while.

I woke up coughing out sand when Flint decided to play a new game, this one involving mazes which I hate. "Terrible at mazes, sorry man" I said when _Power-Man_ asked if I knew how to get us out of this before I grabbed him and shot a web so we wouldn't get hit by Flint.

I saw the hieroglyphs and so did _Power-Man_ so he read what most likely happened to him before he saw what Fury and Coulson looked like, I feel bad for Flint since I figured that's what happened. I took a picture because Luke wanted one and since I figured the others did too I copied it and sent it to them deleting it from my phone after.

We reached the pyramid and I asked _Nova_ to shoot a blast of energy into the ground when Flint started talking about playing nice, I do get that though because that's the reason I left _Perdition_. I told them to keep going when I was hoisted into the air by a block of rising sand, they did continue and I was glad about that.

I shot my web at the jet and asked for help that that they did especially so when _White Tiger_ got the door opened for us to get in. I was glad _Nova_ was strong enough to get the craft moving again but not so much when he said that there was no harm no foul which should never be said out loud.

Fury informed us about Flint and I knew that what _Nova_ said was bad news because as soon as I emptied my boot I knew that what came out was bad. We were going down as soon as _Sandman_ showed himself so I went outside and shot my webbing at the wings telling _Tiger_ to steer us towards the river which was frozen apparently, because of this I told them to brace for impact hoping we won't have to tend for a lot of injuries.

We tried stopping him and each time failed but we did slow him down enough for me to think of a plan, I told _Nova_ to use heat and _not_ force since physical attacks don't work on something that isn't solid. When I told him to take it to 2000 degrees he turned to glass after a few seconds which surprised the others "science geek, it works" I said pointing to myself when _Power-Man_ asked how I knew it would work.

"Don't send him back into isolation Fury that didn't do any good for anyone" I said ignoring what agent Coulson said about the snow day since it turned out to be a good thing when Fury realized his mistake in keeping Flint from civilization. The water wasn't actually that bad.

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 **A/N: Hello, I finished writing this at 12:47 A.M. on July 3, 2016.**

 **I hope you like this story and will continue reading, see you on Monday.**


	16. A Hulking Problem

**A/N: Hello, I hope you like this chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate Spider-Man or its characters**

* * *

Chapter Sixteen: A Hulking Problem

Peter's POV

I yawned listening to aunt May saying that the Optimist club was picking her up soon, when she said that she left a little food I went to the fridge and saw more than a little food which I voiced. I didn't remember having any pets just old pet stuff my adoptive parents left behind that I liked to mess with when I was younger.

"I'll be fine aunt May I promise" I told her and she hesitantly left listing things off before I shut the door and got changed into _Spider-Man_ to do patrols. When I was on the road I saw that something was heading toward the city, I smelled radium and anger which I think means the _Hulk_.

I decided to get a birds eye view just in case though and saw that it was heading to the fairgrounds but it wasn't the _Hulk_ just smells like him. I went after it and I saw that something was trying to get out of it and it turned out to be the _Hulk_.

I saw what was bugging the _Hulk_ and it was definitely not from here, I sent a picture of it to Fury and got a non-detailed description on it before I was able to get it off of _Hulk_. It tried to go after me before _Hulk_ smashed it, I wasn't able to catch him when he fell on top of me though.

I told Fury I'd get back to him on that when he asked since I know if _Hulk_ was conscious he wouldn't want _SHIELD_ to know he's here or that he was crushing someone. I was able to get free when I saw the thing on _Hulk's_ back which I know isn't good so when Fury yelled to not hang up on him I jumped from the noise.

"There's no need for back up, I beat the thing and I really can't tell you guys what happened since I have homework I need to get done" I said before hanging up on him. I had moved all the stuff near my bed so if _Hulk_ wakes up he won't ruin anything while aunt May is out, I was glad I decided that because would've broken something if he tried.

"Just stay lying down _Hulk_ , I have to find out what they did to you" I said putting a hand on his shoulder when he kept trying to sit up but can't, as soon as I said that he said he disliked them which was good. He patted my head saying he likes me and I said I did to, when he said we should smash again I said that we would but not now.

I asked him if he has any hobbies, he said he liked music something me and him have in common so I asked if he plays any instruments to which he said he smashed a piano. I heard my aunt May and I figured something was wrong before I saw _Hulk_ with underwear on his head which I took off.

"I'm going to help you just don't do anything alright" I said after I told him that no one's coming for him which calmed him down if only a little. I saw my aunt was in pain as soon as I took off my mask and gloves putting a robe on to.

I asked what happened and she explained before saying she was going to go to her room and ice her foot "wait aunt May, you shouldn't put any more pressure on it" I said before I heard _Hulk_ moving. "I'll check what it is" I said telling him not to move as soon as I put my mask back on, I gave her an excuse before hearing _Hulk_ sneeze.

I went to see him to see he sneezed on the curtain before sneezing on me making me glad that I was wearing my mask, I went to check on aunt May before giving her an excuse again laughing lightly at her humor. "I have a lot of homework to do but I can manage taking care of you and doing homework" I said guiding her to the couch.

I was able to get the ice and in case she got thirsty I put water on the table before checking on _Hulk_ to see him trying to leave through the window. I stopped him telling him that I'm trying to help like friends should and that it was going to take a while for that to actually happen.

I was glad that he moved to lay on my bed agreeing with him when he said it wasn't because of me that he's staying. I went downstairs to see aunt May walking around in the kitchen.

I maneuvered her to a den chair and turned on the TV wincing at the volume since it's ten times louder for me, I walked up stairs not hearing aunt May's worried calls. When I went to see what was happening I saw _Hulk_ trying to get a mosquito which was ruining my room, I told him to be quiet not bothering to mention the mosquito since it's only a bug.

When I walked downstairs after explaining to him that the aunt that I was talking about was a relative not an insect aunt May mentioned my socks. "They're new aunt May" I said before I saw her eye mask "an eye and music can be really soothing and I had also brought some water in here earlier so you don't have to put pressure on you ankle by going up stairs" I said before I put the music on.

I went to the kitchen to see _Hulk_ had made a mess so I asked why he was downstairs when he should be upstairs. He did make a point when he said that he wasn't smashing my aunt and he was nice enough to leave a big pickle in the jar, which I had to catch because he threw it at me.

I had to push him down the stairs to the laundry room when he was about to throw up so when my aunt called so I ran over and said told her I would send her to _Perdition_ if she didn't stay sitting down. "You're not supposed to mention that Peter" she told me in a relaxed tone which means she's becoming tired.

When I saw that she was sleeping I went downstairs to the laundry room to see that he threw up in the washing machine. I asked him hi name, got nothing, his friends and family, said he didn't have any.

"I am your friend" I said taking off my mask and showing my green/purple eyes that were in a swirl pattern for some odd reason (1) that I don't know. I saw the thing on him turn off or whatever so I used tweezers and a microscope to get a closer look before I hung up on Fury who called.

I knew something was off as soon as I was about to touch the living metallic atoms before the thing sent out a shock wave which means it's used for tracking. I tried waking him up but it didn't work, I guess he was really tired when they woke him up.

I looked out the window and saw three of the aliens before _Hulk_ said he was ready to smash so I pointed to the hatch which he got since he went outside which I followed not long after. "Don't touch just get them out of the suburbs" I said and he nodded grabbing me and taking me over my house.

I watched as he used lamp poles to smash the aliens before he picked up a lawn gnome which I got out of his hands when he let it go. When I told him we should follow it he agreed grabbing a hold of my neck.

We landed outside a warehouse and I didn't bother asking _Hulk_ if he could get the door since he was already going to, I saw the ship and saw that the burning metal was making evolved forms of its race. "They needed your strength to evolve their selves" I said making _Hulk_ mad because 'no one steals his strength' and so on.

I closed off the entrance/exit, when he threw wooden crates at them I told him to stop and use nonorganic things like metal which he did. It wasn't a long term strategy though, I knew that when I suggested it.

He told me that he might have adapted anti bodies for the infection which I have no doubt about before he said that his name was Banner, in other words he was Bruce Banner which was really really cool. I punched the air saying that he should smash which he did and I was grateful, I shots webs at two _Vaylinks_ for _Hulk_ to smash and he did before he destroyed the ship.

"If _Hulk_ wants to go then fine but I don't want him getting hurt either" I said when Fury arrived, Fury said he wouldn't hurt him so I moved when he walked up to _Hulk_. I told him it would be good for him since they're good people but he disagreed before I turned around with the idea of checking on aunt May.

 _Hulk_ came back a few seconds later though saying that he will if I want him to "I _want_ you to have a home where friends can visit and smash" I said and he smiled at me. I wasn't at all surprised that he was in it for food before he left and I finally let the pain through when he broke my hand.

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 **A/N: Hello, I finished writing on my computer at 6:26 P.M on July 4, 2016.**

 **1) Do not know why he has them in a swirl, I think to show that he has two eye colors.**

 **I hope you like this chapter and will continue reading, see you Friday.**


	17. Iron Problem

**A/N: Hello, I hope you like this chapter and story and will continue reading. Review if you have any questions.**

 **Disclaimer: I do not own Ultimate Spider-Man or its characters**

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Chapter Seventeen: Iron Problems

Peter's POV

I was laying against Harry in a game where he's _Deadpool_ and I'm _Spider-Man_ , he was very enthusiastic that he won. "Dads work Harry they can't really get out of it when he's falling behind in tech" I said when he said winning was a consolation prize for missing a baseball game.

"Be glad you have him Harry" I said before my _Spidey Sense_ blared in my ears making me warn Harry before something happened in his father's office. I tried running up the stairs with him but parts of the ceiling gave way and blocked me from him.

He didn't listen when I told him to stay put so I took off my clothes to change into my _Spider-Man_ clothes. I swung into the window upstairs to see Tony's suit, he did tell me his suits have been hay wire lately but I told him he shouldn't be so lax about it.

I need to talk to him about this "Tony really needs to fix his suits" I said aloud when the dust cleared. "It's not Mr. Stark his suits have been malfunctioning lately and he didn't think it was a problem" I said when Mr. Osborn told the empty suit to leave.

I dodged his attacks on the ceiling and webbed him when he wasn't able to dodge, I however was not a fan of the rapid fire gatling gun in Mr. Osborn's hands (1). When that didn't work I was almost pulsated by the suit before Mr. Osborn tasered him.

I punched the suit after scolding Mr. Osborn for tasering him even if he wasn't in there, I told them I was going to talk to Mr. Stark about fixing the problem and lying to me since it seemed to be bigger than what he said it was. I broke into his condo and set my aim for the suit walking towards me "I hope you didn't get hurt Peter" he told me retracting his mask.

"Almost got pulsated nothing new" I said before he told me sorry "you told me this wasn't a problem" I said and he shrugged looking apologetic. "It was until a few hours ago anyway" he told me before going through a hole I didn't know was there.

I webbed the lean armor on the helmet before going under and kicking him, dodging his attacks and hiding behind a part of the wall using it as a shield. "A nose really?" I asked before holding hi hand up when he said 'anatomical' and whatever he meant he said 'be lucky' which means he doesn't want me to so I won't ask.

"It sent one of your armors to Mr. Osborn so hacking isn't all it did" I said and that surprised him before a shot from one of the armors almost grazed my arm. One of the _Hulk-Buster_ _Armors_ was next after Tony blasted the head of the one who almost hit me.

The _Octobot_ flew away so I shot a web at Tony when he said he didn't mind that I catch a ride with him "you should make the suit thinner than" I said when he told me he can't fit through the pipes. I went down there not liking how it burned me before I got a leg off of it getting out of the pipe after I got it.

"I got a leg so I wouldn't say it's a win for me but it is a loss for you" I said not being optimistic or pessimistic when he said that it took his whole database. "It's an _Octobot_ Tony" I said when he called it a robot squid making me retract his mask and I saw confusion but a hint of a smile.

I didn't like seeing my best friend's dad and my boyfriend fighting since this is Doc Oc's fault not Tony's. "I thought you guys were grownups so act like it" I said getting Fury to verbally agree which surprised me.

"You know you could ask why he wants to kill him right Tony?" I asked and he nodded before Dr. Connors came in saying we all need to see something. I wasn't surprised when they said that Otto Octavius used to work for _OSCORP_ the perishing was also not surprising.

"Tony don't provoke someone you really need to work on that" I said and he looked to have wanted to say something before that arm was activated. I shot my web at it asking for help which Tony obliged me with before saying it was remotely activated by an _Arc Reactor_.

"Your database was stolen so that doesn't surprise me… here comes trouble" I said, the last part being when I heard my _Spidey Sense_ go off, before _Doc Oc_ came crashing through the ceiling. "He doesn't want to chat Doc Connors" I said when he was about to step forward "Tony don't, if you do though be careful" I said when he decided to play hero on an enemy he doesn't know.

He ended up failing but that gave Fury enough time to warn other agents and for the others to hide(2). "We'll handle so stay here" I said before I went over to help Fury who was tossed aside.

I tried punching him after I dodged a mace but the face shield he added really did agree with me so instead I jumped on the wall behind him. I dodged his freeze ray before dodging another one and running dodging his _Octobot_ dispenser before I was tagged by a tentacle and thrashed around.

I didn't like being thrown into a table and even more so when I heard a crack and saw him take Harry and Mr. Osborn. I tried stopping him but I was unsuccessful in the task "I'm going after him" I said before Fury asked how I was going to do that.

I got suited up in the _Iron Spider_ and went after them shooting a web at the laser blade, Mr. Osborn, and Harry stopping the blade and pulling Mr. Osborn and Harry out of his clutches. I landed on the edge of the building before attacking the man which was fun even when I was dodging before attacking again.

"I already know that and I don't particularly like him for that but he wasn't the one who tortured me when I was asleep" I said when he told me that Mr. Osborn was the one who told him to capture me. I shot multiple webs at him before he fell off and until he gets back that gives them enough time to get away.

I heard my _Spidey Sense_ before _Doc Oc_ grabbed the right shoulder of my suit pulling me backwards, he aimed for Mr. Osborn and Harry but I shot my webs and pulled his arms so his aim was off. I shot his _Arc Reactor_ not really knowing that he forgot to charge it before he showed by his actions that he did forget to.

I was free from _Doc Oc's_ clutches when Tony appeared in his suit shooting at him "glad you're alright" I said and he nodded saying he was in the Thermosphere. "Come on and lets beat this guy already Tony" I told him and he nodded before we both dodged a shot.

Tony shot at the _Arc Reactor_ telling me that it was my turn before I punched the doctor making him go flying through two buildings which I feel really bad for. We were with Fury when Norman decided to call Tony's suits toys.

"Tony don't go to work and text me later ok" I said and he nodded before leaving and Harry thanked me for saving him and his dad. "I want to keep an eye on you Mr. Osborn in case anything else happens since you seem to be targeted by a lot of people" I said before swinging away.

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 **A/N: Hello, I finished writing at 8:33 P.M. on July 4, 2016.**

 **1)** **I was laughing when Peter said 'hello, big gun' it was funny to me and I don't really know why.**

 **2) I just realized this when Harry, Dr. Connors, and Mr. Osborn hid but they are in sync with each other and that I thought Harry was next to his dad before Spider-Man told them to take cover.**

 **I hope you like this chapter and story and will continue reading, see you on Monday.**


	18. Goblin Trap

**A/N: Hello, I hope you like this chapter and story and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

* * *

Chapter Eighteen: Goblin Trap

Peter's POV

I was happy that Harry got good grades on his report card today but not so happy when Mr. Osborn gave me the credit so I tried to get him to praise Harry but it didn't work. As soon as we arrived I got a call from _Power-Man_ so I asked what was wrong not really liking that I'd have to leave Harry with his father who might not stay long if I'm spotted around the city.

I wasn't given a reason for why but to just go there which I didn't really want to now that _White Tiger_ said to without explanation. "I'm sorry Harry but my aunt needs me to help with food and drinks for her friends at home, I really want to stay but she needs help" I said and he seemed upset about.

"I'll call and see how it went if it goes terrible than we'll have our own okay?" I asked and he nodded saying I should go already which I did but I still felt bad before I swung to where they were and crashed through the wall. I dodged a chain that was about to hit me and saw who they were up against: _Wizard_ , _Klaw_ _[jh1]_ , _Thundra_ , and _Trapster_.

I swung after I dodged _Trapster's_ glue and kicked the man in the stomach before I saw _Iron Fist_ punch _Klaw_ who was about to beam me with a sound wave from his gauntlet which I was thankful for. I punched _Wizard_ in the jaw interrupting _Power-Man_ and _Thundra's_ fight for a second before they continued before I _Trapster_ opened a bunch of crates that contained _Octobots_ which aren't good for me but for the others they are.

I jumped on one before jumping to punch two others but one I think got me not long after. When I woke up I was in _Doc Oc's_ lab again which was annoying and I only knew this from the smell before he showed himself.

I decided to make fun of him before I realized I no longer had my communicator on me, I made fun of him more before finding a new name for him however I'm still going to call him _Doc Oc_ because his real name is Dr. Octavius. It felt odd with the small robots crawling on me until one poked me on the shoulder and drew my blood, I glared at the bot as it crawled down body and to _Doc Oc_.

I could see _Venom_ on the screen and now I could tell that what Venom said the first time I met him was true, he was created from my DNA which was odd at the same time that it was creepy or cool. When he spoke about _Venom_ being uncontrollable I had to agree before freeing myself when he turned around and explained his plan.

I landed in front of him and explained how I got out before dodging his bots and self destructing one with the other taunting them in the process which was stupid but I got to. I shot a web at a pipe and the other at the bot that's still moving before I pulled on the bot and had it run into the wall.

I blinded the next one with my web so it flew into _Doc Oc_ and the computer which I could tell was expensive so I felt bad for the scientist because I don't think Mr. Osborn will be too happy with him. I smelled Mr. Osborn behind me before my _Spidey Sense_ blared but I didn't turn around fast enough to dodge the shocks.

"I knew he worked for you guess now I know for sure" I said and he seemed surprised before I was shocked again when I said that I could've told him where to get my DNA since I don't think he believed me that much. I was shocked again and I'm guessing that's made of silver if it's hurting me that much but I don't really know since it could be something else in this lab or even obsidian for that matter.

 _Doc Oc_ gave Mr. Osborn a dosage of I think what he was trying to make from my DNA but I don't think it's going to work as well as he thinks it will. I was taken up by arms before I overheard their conversation which I verbally agreed with _Doc Oc_ about Mr. Norman being a terrible boss.

I was trying to get free when I was hit against the wall three times which I think cracked my spine a bit but it will heal in about five minutes so it's not that big of a deal. When _Doc Oc_ said that I was a creation of _OSCORP_ technology I got the chills because I could've fixed that if I wanted to but I was curious and got powers that I could use so people won't get really hurt.

Mr. Osborn was given a collar before he was shocked and I was slammed into the ground breaking my spine even more but it was healing quicker than before which made no sense to me but I was grateful regardless. I heard the spinning of a blade and opened my eyes to see a saw blade in front of my eyes which I really don't want there.

 _White Tiger_ came by and asked if I was hurt but since I was healing fine I told her to get Mr. Osborn but they didn't and instead got distracted so I got their attention. I saw Mr. Osborn change in front of my eyes even more and mentioned his skin color which was similar to the DNA on the screen from earlier before he turned around.

He looked really gobliney which was something that does not look good on him, or anyone I'm guessing. I didn't like where this was going and I especially didn't like the shocks because too much shocking can make someone and even pets to turn on the ones doing the shocking.

And I was correct because a few seconds later he took the collar off though what _Doc Oc_ said about Mr. Osborn being made like that by him which means he owns him is wrong because I was created by Hades and yet he doesn't own me. Mr. Osborn swung _Doc Oc_ around like he weighed nothing and used him to hit my team and I knocking us against the wall.

We were running to go find help before _Iron Fist_ said that we should finish the job which I somewhat agree with but not really since I don't want him to get hurt, I want to help him which won't happen if we finish it. Mr. Osborn came rampaging down the tunnel after the electricity harmed my friends and I which I didn't like.

I was trying to wake Danny up when he hurt my other friends who were moving round till he did that, I shot my web at his eyes before kicking him in the jaw and punching him in the jaw twice before the a punch to the gut for my team and for Harry. The next punch I threw was caught though before I kicked him in the jaw and did the same again when he was trying to get his bearings knocking him on the ground before repeatedly punching him in the face.

I got off after I said I wasn't going to beat him into a pulp before I said that he doesn't have to be the _Green Goblin_ before he ran to attack me. I jumped over him to dodge the punch before going to the wall and dodging his electrified punch this time.

I pinned him against the wall getting a reaction when I mentioned how much he loves his son despite the transformation but was head butted and picked up to be thrown against the wall. I was able to get my bearings enough to grab his hand to keep it from connecting with my face though which I was glad about.

I said that if I have to take him out to protect my family/team then I will and I was able to push his electrified gauntlet far enough to connect with his face and shock him. When the shock made him go into the upper building I shot a web and punched him glad that it landed next to him so that I could get to him without any extra motion.

I blinded him with web to hopefully do something that instead he did to me before he stopped and took the webbing off, he tried shocking me but I dodged it by kicking his face with the momentum I used in my jump. The shocks however caused a fire and it felt similar to _Perdition_ except not as much fire, no nether rack, and no lava before I was punched hard enough to hit the ledge above.

I was told by him that we were family but he isn't from _Perdition_ and he doesn't have that DNA either and the only way someone can extract it is if I return to my birth form which I can't do in public. I was almost crushed by the ledge I was punched into but was able to move out of the way but the smoke and fire was hard to get away from but I'm glad I did.

I walked out of the building to see _SHIELD_ and walked up to Fury "sorry Fury but you're right on time" I said before I blacked out. When I woke up I was in the _Med Bay_ which wasn't a surprise before I sat up and heard Fury say that they were tracking the _Goblin_.

He said that we will find him and get him but that won't happen so easily "that's not the point and this is my problem, it's my DNA and I wouldn't even have this DNA if I didn't leave back then" I said when he told me that. "None of you know the mistake I made back then that hurt so many people and none of you need to know and that makes it my problem as well" I continued.

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 **A/N: Hello, I finished writing this at 11:08 P.M. on July 10, 2016.**

 **1) Sorry I kept spelling '** ** _Klaw_** **' wrong I didn't know I was until I saw this episode, episode 25 if you were wondering.**

 **I do hope you like this chapter and please tell me if you do or don't and why so I can fix it or keep it, see you on Friday.**


	19. New Housemates

**A/N: Hello, I hope you like this chapter and story and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Nineteen: New Housemates

Peter's POV

We're really late to class now since Harry keeps sleeping through his alarm which he doesn't even seem to care about right now which is something he _should_ care about. I swung on my web again when the limo started moving which I was glad about when I landed on the school building before _Green Goblin_ appeared along with my team who shouldn't be here right now.

"You guys shouldn't be here" I said before _Power-Man_ said they didn't listen and they got it from me which isn't always true. I ran to the door that _Goblin_ took off of the limo before hitting him with it before asking Harry if he's alright which I knew wouldn't be the case but I had to ask.

I webbed Mr. Osborn's arms and kicked him in the shoulder so he would hit the ground before he got out of it, _Nova_ said they got it and I only didn't yell at him because I need to get Harry away from him. I tried to get him away from Mr. Osborn but he asked who he was and how he knew him but because of the circumstances I can't lie to him.

I shot a web at a column and took Harry with me so neither of us would be hit by the metal pipe that Mr. Osborn tried to hit me with. I had Harry and I hide behind the mentioned column when Coulson called a half-day which I tried to lighten the mood by joking about but that seemed to make things worse instead of better.

"Sorry but yes, to lighten the mood but it never seems to work" I said before I heard Coulson tell the students to go to the gym which was a good idea before Harry mentioned that we can't just attack his father which is correct. I don't want to hurt Mr. Osborn at all if given the choice so I explained the situation which he didn't believe until I mentioned that he was Venom which he closed his mouth at.

Agent Coulson came out saying that Harry was going with him instead which I don't mind however that could still be dangerous, less dangerous for the other students, but still dangerous. I told him to get down after telling him that I'll do what I can before _Nova_ rammed into my back which hurt, it hurt even more when I face planted because of him.

"You guys aren't supposed to be here" I said and for some reason _Nova_ said he saved me which I don't think ramming into me was saving me a little bit ago. "That isn't a good thing" I said when I noticed what _Power-Man_ did with the fire hydrant, water and electricity don't mix so that isn't good for him to do that.

I punched Mr. Osborn "water and electricity don't mix" I said when I saw the water accumulating under them but they didn't seem to notice before _White Tiger_ called Fury. "True or not these are my problems" I said knowing that I still need help with the other _demons_ I can't get to on this world and others.

I told them to watch out when my _Spidey Sense_ went off but they didn't heed quick enough and got electrocuted before I turned around and shot a web at his forehead before sliding under him and pulling so he would hit his head on the concrete below. I told them we need to get Harry to safety and they agreed before we ran in "does he sound hurt to you?" I asked Harry when he said that I said I wouldn't hurt his dad which I'm not thinking of doing so.

I smelled Venom when I tried to put the web blindfold on him which he didn't seem to like right now when he saw his dad get hit in the face with Nova's move. "We'll help your dad when you're safe it's a promise Harry" I said before putting him over my shoulder and running to detention.

I ran but stopped looking back to see that Mr. Osborn was put through the wall before I saw the others follow which made me run after that and set Harry on a chair not really answering his questions. I waited for everyone smiling at Nova's attitude since it was funny how laid back he can be with an unstable experiment chasing after us.

I took off his blindfold and told him he's on the _SHIELD_ Helicarrier before Fury told him he's safe and gave orders for takeoff. I was praised for acting like a team leader though I didn't really do anything to earn it.

What was spoken about the _Goblin_ being defeated did not sound like one of ours since that was too quick and it sounded odd before my _Spidey Sense_ was blaring making me look around for what was causing it. I found out what was causing it as soon as the others did but was too late to stop it so I settled for getting Harry away from the impact zone which was better than nothing in my opinion.

I was very creeped out when Mr. Osborn told Harry to go with him and even Harry was hesitant which would be very odd since he's been wanting to spend time with his dad however with how he is now I'm not surprised. He threatened the Helicarrier that he would tear it apart if he didn't get his son back and I didn't like that he didn't want a cure either since that isn't a good thing in the least.

When Harry pushed past me I didn't like it since he could get hurt but I also know that Venom will appear if we stop him, _Iron Fist_ and _Power-Man_ apparently haven't noticed and got thrown back in the process which was stupid but not surprising. "Actually it's a mix of half of my DNA and _Venom's_ " I said and that confused people but didn't deter Harry "his employee was upset and did attack him by injecting the compound so yes he was attacked" I said not liking the _Wheel of Excuses_ that much right now.

Fury put a barrier up when I told Harry that before he told two of _SHIELD_ 's agents to hold Harry which I don't think is wise at the moment but oh well can't tell Fury's team that. "You guys have to listen to me when we work together alright because I can't have more people get hurt because of my mistake" I said and they agreed.

When the shield let up I told them to follow the destruction which led us to Dr. Connors who had his arm crushed by a part of the ceiling which is something I don't want happening to people. He told us he wasn't gone before the one mentioned came forth from the wall making a hole with a few of Dr. Connor's inventions which isn't good.

I dodged many of the shots before he impacted with the wall thanks to _Iron Fist_ before I swung and kicked him in the jaw causing him to lose his balance on the board he was using. He fell off and called me one of his greatest achievements I punched him in the jaw for my mentors, kicked him in the jaw for my friends, and punched him again in the jaw for my team knowing I'd be scolded or something for sentimentality.

I was 'or something' for the speech but by Mr. Osborn instead of Fury or my team, I shot my webs at him getting _Nova_ to use his weapons on him making a hole in the floor. This wasn't good and I knew why a few seconds later when the alarms were blaring and the room blinked red, we headed to the control room after that and Fury told us that the engines were down which wasn't good for anyone.

He called a full evacuation of the Helicarrier but I decided to stay "you're not going to get me to leave Fury" I said before he told me that it isn't his first rodeo and something that Harry didn't like one bit from what he said when he was leaning against the door way. Fury told me to get Harry out of here when I got Mr. Osborn stuck to the wall but I know he won't go without his dad but before I could even try and do so the Helicarrier hit the lake and _Venom_ decided to join us with Mr. Osborn's coaxing.

I was thrown by Mr. Osborn but didn't hit my head too hard on the floor before flipping myself so I was on my feet again, I have a headache from always hitting my head though. I jumped dodging Mr. Osborn's punch before I was punched by both but was punched into a wall by _Venom_ who was starting to get annoying right now.

To me though the part about reaching their full potential would be if they can reverse it so they can turn _Goblin_ and _Venom_ when they want to. I told Harry he can beat _Venom_ since he had before before I dodged a punch just to get trapped by _Venom's_ other hand.

I told _White Tiger_ to not come in here since I was fine before Mr. Osborn stomped on my communicator which also broke my wrist in the process but I can tell it's healing quickly. He said that he was going to find them when he leaves here but that was a mistake because I'm not going to let him hurt them "if you touch them I'll make you rue that that day" I said knowing that rue means to make sorry.

I was punched by _Venom_ after Fury shot Mr. Osborn's right shoulder before Venom punched Fury angering me since this has nothing to do with him right now. I punched _Venom_ twice before grabbing his waist so I can plunge him, and myself, into the water below which was warm but only barely since it felt cold at the same time.

I shot a web at the ceiling before I saw Venom try to attack Fury which I didn't like before I said 'Marco' and kicking him in the chest when I swung at him before webbing him to the wall. "Please don't let your father do this to you, I'm sure you want to see your friends at school again and you can't do that on the run from _SHIELD_ " I told him _Venom_ took control again.

He was trying to take control back and did so by electrocution like I kept doing when I faced _Venom_ but that left him unconscious but before I could get to him Mr. Osborn made his board hit me in the head so I was in somewhat the same state as Harry and Fury. I ran out of _Web Fluid_ when I tried to stop him from leaving which really wasn't good right now and especially when the hole he made caused the ship to fill faster.

I decided to get everyone out of the Helicarrier before I got myself out and Harry was first before I saw more pods and saw that Fury was stuck so I helped him as well before putting him into a pod. I left when he told me to and got some air before I saw more agents and helped them as well before swimming out the hole that was made by Mr. Osborn and teleporting myself just in time to hear what they were talking about.

I spoke getting their attention before I stepped wrong but didn't fall because they stopped me from doing so. I was pushed by Harry, who was angry, after I was praised by Fury but I didn't say anything to him to get him to stop because there's no point in it.

When I heard that they lived in the Helicarrier I decided they would live with me and aunt May since I'm sure I can convince her to let them. I was glad that they were getting along with my aunt so far and even more glad about Sam since this means I can get to know them all better.

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 **A/N: Hello, I finished writing this on my computer at 2:51 A.M. on July 11, 2016.**

 **I do hope you like this chapter and story and I'm really sorry but I won't be updating for a while. I'll probably update on August 15 because I'll be going to Idaho to see my dad's side of the family next Monday. If any of you haven't noticed I've skipped a few episodes in season one which are 3, 14, 18, 20, 21, 23, and 24, I am really sorry if you liked any of those chapters but I don't really so I didn't use them.**


	20. Lizardy Modifications

**A/N: Hello, I do hope you like this chapter and story so far. By the way I asked a question on the bottom Author Note about a fanfic, it's based on the song He Ain't Me, the video on it is on YouTube posted by RoyalYaoiStudios and is going to be an Ultimate Spider-Man fanfic to. Please tell me in a review what you'd want it to be because I really want to write it I just don't knw which one.**

 **Disclaimer: I do not own Ultimate Spider-Man or its characters**

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Chapter Twenty: Lizardy Modifications

Peter's POV

I was swinging from a web I shot at the ceiling in an abandoned facility racing against time, literally. I descended from the ceiling upside down in a different part of the building trying to find those weird energy readings from the building _Doc Oc_ was using before he took a nose dive.

I did bring back-up though, I got an update from _White Tiger_ about company which shouldn't be here right now. She told me she was engaging at the east entrance which I went to right away and got there just in time to see her get knocked down by a mechanical tentacle.

I called _Power-Man_ and _Iron Fist_ asking them if they have a visual on our enemy yet, _Power-Man_ said he was surprised that _Doc Oc_ was still alive and I nodded since I could smell him from where I was crouched down on a box. I had ran to where they were hoping to get to them before anything happened to them but just like with Ava I was too late.

I heard a sound or clashing metal behind me when I landed on the ground in front of my friends who were unconscious. " _Nova_ we need some light down here" I said not talking too loud but it was enough to make it sound urgent and it was.

I reached a space in the facility where it wasn't covered in boxes and found _Doc Oc_ who slammed a tentacle down on the ground in front of me but didn't hit me because I jumped back just in time. _Nova_ wasn't so lucky in that department because he was hit against a spherical chamber a few meters from where he was hovering before he was hit.

I used my _Night Vision_ to see where Dr. Octavius went and then used _SHIELD_ 's _Heat Vision_ tech to see my target climbing up a laser cutter, I think that's what it is anyway. I saw him grab something so I tried to kick him in the jaw but he caught me with his mechanical tentacle before I even reached him slamming me down to the ground which I think bruised my back but I was glad that we didn't follow him and found it ourselves.

I shot my web at the case _Doc Oc_ had before I spun it in a large circle with my web making it hit Dr. Octavius in the chin knocking him off of me so I can get up, I brought the case back towards me catching it before I tried to run to safety. _Lady Luck_ wasn't on my side because I only made it a few feet before I was pulled into the air by a metal tentacle.

I was slammed into the ground harder this time cracking my spine but I think my healing is working faster than it was before because it only took less than thirty seconds to heal. He started coming closer and I tried shooting a web at his face but I was out of _Web Fluid_ which wasn't good before a case of something exploded with light blue sparks when it knocked into _Doc Oc_ getting him off me again.

I heard bullets from one of _SHIELD_ 's many weapons before I heard Director Fury and Agent Coulson, Director Fury said that he was glad to see we were keeping up on our training. I asked him how this was considered training since my Web Shooters were jammed, my team's mostly unconscious, and Dr. Octavius got away before I asked if they knew he was alive.

Apparently they heard rumors but they didn't say anything to my team before he said that at least he didn't get away with his prize which was true before I got up and Agent Coulson walked up to me. He told me that they have to give credit where it's due and that my teams' been on point lately which I guess is true.

Agent Coulson put a hand on my left shoulder telling me that with their ship not being up and operational I was doing them favors and making them proud before Dr. Connors said I should listen to him. Dr. Connors told me that securing _Doc Oc's_ experimental DNA compounds was excellent work but I got a bad feeling when he opened the case.

He asked me if I wanted to help him test the compounds and I told him I would be happy to, but I had to get home. I grabbed my team and headed to my house telling them we have to assume the _Alpha 3_ position to get changed out of our suits and into our normal clothes.

By the time the front door opened revealing Aunt May we had all changed into our everyday clothes and not one of us were in our suits. She asked if we had any excitement today and I shook my head telling her that we don't have time for excitement.

After the incident with the _Helicarrier_ my team moved in because the _Helicarrier_ used to be their home and I'd figured since I caused almost all of their troubles I could hopefully keep them from having any more. It's been fine though, everyone's been adjusting in their own way.

I asked Ava if I could use her computer but I knew she'd say no because she was doing math homework, I was correct because she told me she'd get off of it in a minute. I was trying to find a place to work on my _Web Shooters_ and I was thinking of giving Tony a call but I wanted to find a place here to do it because Tony might upgrade them and I don't want that.

I was about to check my room but I smelled incense and decided not to because Danny would be in there, I checked the bathroom and saw Luke in there working on his complexion in the mirror again. I decided the basement was next and found that that wouldn't work either because Aunt May and Sam were working out down there.

I remembered that Dr. Connors wanted help with testing the samples and since I know something bad will happen I decided to go there and ask him for help and quite possibly stop whatever it is from happening. I rode the _Spider Cycle_ there and asked Dr. Connors if he could find the problem, I was hanging upside down when he found the problem which was a cracked intake canister which caused _Web Fluid_ to leak and clog.

I told him he was a life saver for doing this and when he told me that was my job and that he was just a one armed scientist I knew that one of those canisters will make his arm grow back and that was what I was afraid of. He was going to risk mutation for an arm he wants back.

He made an upgrade apparently which made me sigh before I tapped twice like he told me to, it was actually a pretty cool upgrade since they were _Flash Webs_. He told that geniuses have to stick together before he asked me to take a look at what he thinks Dr. Octavius was after so I followed him into the elevator.

When he showed me what was in the case he asked me what I thought Octavius was planning with animal DNA giving me a _Lizard DNA_ canister which is what I figured Dr. Connors is getting at. "Giving select humans animal characteristics?" I suggested since I think he's wanting to do the same with the fact that lizards can grow back their tail.

He told me I was correct and that he thinks Dr. Octavius was inspired by me to make an army of mutant humans making me frown under my mask. He then asked what I figured he was going to do, he said that maybe it could repair a damaged body with how I turned out making me sigh.

"I got lucky with an _OSCORP_ spider bite Dr. Connors you might not be" I told him before I told him to look at others who've actually been given _Doc Oc_ 's genetic mutation concoctions. "We can still look through his notes and find something that can do the same thing with some modifications" I told him before I went to look through the files, hopefully without tripping any electric wires.

Though it didn't go as I had hoped because he put a trap where no one would actually look except on accident, which I did. A gobliney green barrier descended on us and I saw the Dr. Connors was trying to save the vials but I stopped him from doing so when the ceiling started to collapse.

A bunch of metal pipes started to fall but I couldn't move both of us in time so I just pushed him out of the way before the pipe fell on me. I was stuck under a pipe but other than a broken leg which will heal in five to ten minutes I was fine.

Well I _was_ fine before I felt the pipe move and looked behind me to see Doctor Connors inject himself with _Lizard DNA_ that he had, I should've made sure he didn't have any. I moved the pipe off of me careful not to hit Dr. Connors who now had a scaly claw at the end of his scaly right arm which was what I had feared happening.

He picked up the pipe and threw it at the laser bot that was about to cut my skull open, I jumped onto another pipe that was behind him and asked him why he did that. He said it was to save me and he partly did but I wasn't in danger of that bot when the pipe landed on me "thanks for the help but there were other ways you could've done that, you don't know if that will spread to other parts of your body or even what it could do to what it has changed" I told him and he didn't seem to care about that at the moment.

He told me that he feels 'incredible' well Norman Osborn said the same when he was the _Goblin_ , Harry did to but it was _Venom_ talking, I don't know whether that's actually true or not. "I got a bad feeling about that vial you took as soon as you were given the case and now that my _Spidey Sense_ is tingling I don't like this situation one bit" I told him before I turned around ignoring what he said about him being fine.

I was about to fight the _Octobot_ before a pipe that Dr. Connors tore in half was thrown and hit the bot on the head destroying it but bringing out his friends. I counted six in all, three in front of me and three behind me where Dr. Connors is. (1)

I was getting shot at by one of the _Octobots_ that Dr. Connors was on and dived behind a pile of metal rubble when he punched the bot with the scaly arm. When Dr. Connors asked if we make a good team I sighed asking if he was okay "you're a scientist Dr. Connors, how would you be able to work like that? _SHIELD_ needs you as their scientist" I told him but I don't think he cares.

I went to attack a bot and didn't notice Dr. Connors taking another vial when I asked for help which was something shouldn't have asked in the first place. I could just return to my birth form and get this over with but I can't in this small space.

I won't be able to move easily and I might crush Dr. Connors if I do, I was brought out of my thoughts when I jumped on an _Octobot_ and heard Dr. Connors' mumblings about using _Doc Oc_ 's serums to make cures. I jumped down from where I was in the air and told him that the only one able to understand Octavius is Octavius.

He was about to answer me before I smelled a more potent smell of Lizards and _Rotten Sewer Eggs_ which was disgusting but I let that go in favor of the transformation in front of me. I hated giving him the idea of Octavius being the only one who can understand Octavius because now he's off to find him.

I swung on my webs following Dr. Connors telling him that he needs an intervention but I don't think he hears me, because of this I shot a web hitting his right heel making him trip. I tried to get him to get help from someone else still glad he has some of his brains left and told him it was like finding a needle in a hay stack which is false.

I could find him easily but I didn't count on him being able to as well with his tongue, I told him that he needs real help. I tried calling _SHIELD_ but was interrupted by Dr. Connors who was telling me that he needs to get to Octavius because _SHIELD_ will only lock him up.

His sentences were breaking becoming less intelligent when he explained his reasons before his tail let me go, I turned around to see if I can talk him out of it but as soon as I turned around he was gone. I jumped onto the edge of the building and found an open sewer hatch which means it'll be easier to tail him without a lot of obstacles.

I got a call from Sam so I answered it and he asked me where I was telling me that the limbo pole Aunt May brought out was 'killer' which I stopped him from talking at that point. I told him to get everyone and meet me in the sewers to try and stop Dr. Connors turned mutant lizard from getting to Octavius but got a sewer pun as an answer.

I told him to quit messing around and trace my coordinates and he said 'fine we'll bring the air freshener to' which is where I hung up at and jumped down through the sewer hatch. I landed with a splash in the sewer water took a whiff to find Dr. Connors and _Doc Oc_ 's scent and found that he already found him.

I crawled on a pipe line leading to where they were and saw a shadow of Dr. Connors before I heard them talking. Octavius was laughing at Dr. Connors for asking for help to perfect his work to help people but Octavius wasn't wrong when he said that Dr. Connors turned the brain of a scientist into a pea brain.

He was starting to sound non-human compared to when I last saw him which means the serum is working quickly to mutate him which really isn't good. Octavius was being an idiot when he told him that he could help but that he liked what the serum did to his skin saying that he looked like a monster.

Because of this Dr. Connors showed him how much of a monster he could be by attacking him but I could still smell something human about him which means he can still be saved. I decided to check my options:

1) Let them beat each other up.

2) Call the team

3) Go in alone

I chose to go with three because one means Dr. Connors could get hurt really bad and the problem with two is that there's no service down here which was why I had called the team when I was in the street. I shot a web at Dr. Connors' snout closing it before I tried to kick him in the snout to knock him down if only for a little bit but a mechanical claw decided to grab a hold of my foot.

I was hanging upside down when _Doc_ _Oc_ told me to protect him as a shield and started cackling before I was grabbed in Dr. Connors' tail and slammed against _Doc_ _Oc_ before I got a staticy call from Sam. I wasn't able to answer though because the tip of the tail decided to block my mouth, I think Dr. Connors realized what he was doing but that thought was wiped mostly away when he told me to stay out of his way.

He threw me at _Doc Oc_ who was just about to get up, I greeted him as I normally would with some banter but he called it puerile which was true because in human years my body is juvenile. His claw turned into a tazer that was about to collide with Dr. Connors before I shot two webs at it stopping it from colliding before I shot a web at Dr. Connors head blinding him for a bit.

I made a wall of web to slow him down before I asked if there was a way to cure him since I know there is I just don't know what will. He told me there was no 'him' to fix making me growl at the scientist before I told him there's still a way and that the serum is making him irrational.

That was before I was pushed away by Dr. Connors who looked really mad before I jumped backwards so I wouldn't get punched or slammed into the ground. I tried telling him to stop but it only worked because he was distracted by _Doc Oc_ 's laughing.

Dr. Connors launched himself at _Doc Oc_ knocking him to the ground and going into a tangle of tentacles before ripping one out, I slammed into Dr. Connor's waist getting him off of _Doc Oc_. I told him that I know he's still in there but he needs to help me help him before I dodged his jaw that was aiming to bite me, it would've been a large bite to.

I dodged his tail twice before I was caught, I opened my hands and told him to say cheese for the _Flash Webs_ before I shot some at his eyes making him throw me away from him. I shot one web on one side of the opening behind Dr. Connors and another at the other side before I pulled kicking Dr. Connors in the abdomen and pushing him into the sewer water.

 _Doc Oc_ came up to me telling me that we would have to… which I stopped him at telling him not to say it because I really don't want to have to hear it. He said it anyway and it was to team up with him, there has been a lot of weird things today and that would be two odd team ups in a row.

Dr. Connors ran at us and I dodged a few of his punches before jumping back to shoot a web at his eyes to blind him for a few seconds. _Doc Oc_ told me he has a plan but I have to follow him and I did going into a tunnel that he went into.

I dodged a few slashed from his claws after _Doc Oc_ opened a door that leads to other tunnels before he punched him twice and I kicked him into the tunnels the doors closing after that. I heard a loud banging from the tunnels that _Doc Oc_ put Dr. Connors into so I asked him what he put in the serum before I jumped onto the door that was broken open.

When I jumped off of it he made a loud bang when it hit the ground after and asked _Doc Oc_ if he had a _Plan B_ when Dr. Connors stepped closer. I heard the sound of electricity behind me when he asked me if I heard the term 'sacrificial lamb' I was too late to dodge when I felt electricity run through my body.

I asked _Doc Oc_ where the cure is but what he said next was what Dr. Connors deserves for not listening, then again I guess I do to for past mistakes. He told me to steal it from his lab like Dr. Connors did when he took the lizard serum before I dodged another beating from a tail.

I tried to get him to remember me or anything really at this point when I tried telling him my name and his he just slammed his tail against my abdomen knocking me into the sewer water behind me. I heard hard footsteps coming towards me before I shot a web and swung narrowly missing Dr. Connors trying to grab me.

I shot a web at the sewer hatch and luckily it opened so I can get out quickly, that was what I thought before I felt a weight on my ankle and looked down to see Dr. Connors. I kicked him in the face making him let go of my ankle before I taunted him to follow me which he did so I was glad about that.

He said 'hunt? Yes' which I answered with 'no' and 'plan? Yes' before I started running, climbing buildings, and such. I reached the harbor and jumped onto a building before he asked if this was 'me plan' and I told him no before I said the same thing he did gesturing to my team.

I told them to play nice with him because he was still our friend under the scaly and creepy skin he was walking in before I told them I would be back soon jumping into the hole of the building we were on top of. I basically prayed that what I was doing was going to work when I shot a web at a lizard DNA vial that was surrounded by glass pulling it towards me.

I inserted the vial into the dispenser before I cracked my knuckles hoping that the saying 'brains over brawn' works in this case. I pulled away the DNA sequencing data and found a blue sequence of atoms with a green atom in the middle, I took out the green throwing it over my shoulder before I put it all back together again.

I heard a grunt and looked over to see Dr. Connors wrestling with Luke before I told him to keep him distracted, I felt bad for him because he said he was trying but Dr. Connors was getting stronger before he was slammed by a tail being thrown off of Dr. Connors in the process. I heard the beep for the completion of the altercation process and grabbed it before running at Dr. Connors to see _Nova_ punch him making him fly back and hit the wall.

Before _Iron Fist_ and _White Tiger_ came down trying to hold Dr. Connors down but they were struggling with it. _Power-Man_ and _Nova_ went to help before _Iron Fist_ told me that I need to inject it now and Ava said to make it count.

I jumped and jammed the serum into Dr. Connors neck before the serum started to spread and he reformed back into Dr. Connors which was good but I still have a bad feeling about this. I spun a blanket of webbing and put it over his shoulders when he woke up, he asked me what he was doing here so I had to shoot a web at _Nova's_ mouth when he tried to explain it.

I smelt lizard again when I told him that things went a little haywire when we were testing the canisters before he went unconscious again which is definitely not good. I caught him when he went unconscious and called _SHIELD_ to get him some help.

When they arrived Agent Coulson told me that Dr. Connors should be happy I found him but I wasn't so sure he should be, I didn't cure him entirely. I told him we have to cure him and he nodded before I checked the time and told him we had to go and to tell me how he is later.

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 **A/N: Hello, I finished writing this at 12:38 A.M. on August 15, 2016. I am so glad I was able to find somewhere that I was able to actually watch this because kiss cartoon. to doesn't work too well.**

 **1) What was said after this was funny to me but I think it should've been Lizard-Man not Man-Lizard.**

 **I do hope you like this chapter and can you help me with another fanfic idea I have since I can't figure out which time line I should have it in, Modern or Medieval. I'll see you on Friday.**


	21. Electric Overload

**A/N: Hello, I do hope you like this chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Twenty-One: Electric Overload

Peter's POV

I jumped from a building trying to dodge all of _Electro_ 's shocks before I front flipped onto the pavement and dodged another shock from _Electro_ that hit a parking meter I was in front of. I dodged three more before I performed a handspring over a car to avoid a fourth shock, I felt bad for the owner's car though.

I shot a web at _Electro_ 's face when I heard and saw quarters fall all around me as a parking meter was hit again. I was on a building's window when _Electro_ said he'd roast me for that and turned around to find me gone before he continued looking for me on the street.

I heard sparking electricity before I dodged _Electro_ who was trying to shock me again before I said sorry for all the times I made fun of him after I joined _SHIELD_ which wasn't fun for him or me but maybe someone else. I kept shooting and swinging while I dodged his attacks before I heard James Jonnah Jameson talking on the _Bugletron_.

He told us that he's proud to unveil that the new global satellite is now operational which I know will be a subject that turns to me somehow. I jumped onto the _Bugletron_ before I jumped onto a nearby streetlight and aimed at _Electro_ who was in front of the _Bugletron_ forcing him into it in the process.

I figured that as soon as I had tazered him and he disappeared that tazering him into a large scale circuit board wasn't such a good idea before I went home after not getting a hold of anyone.

Time Skip: At Home

I tried telling them that the power might go out soon because I made another mistake but they weren't listening to me and I heard Sam say that he was almost at the last dungeon and needs to clear one more level. I saw Danny next to him on his _MP3 Player_ listening to meditation music before I heard Ava tell him to be quiet because she's listening to an online lecture.

I heard Luke say that the ref for the football game he's watching is ' _Doctor Doom_ ' evil but that isn't the case, just because the ref calls a penalty on a team you like doesn't make him super villain evil. I think this house is getting way too crowded when it comes to electronics, it doesn't seem like they can work without electronics anymore.

It can be a real problem that they're using electronics more than we are talking because if we need to work as a team this could get in the way of that. And right on cue the power goes out before I chuckled at Sam for saying 'my dragon eggs!' while the others said something that is currently on _Earth_.

"Oh come on _Electro_ , I knew this was going to happen" I said getting their attention but only for a little less than a second before their eyes were on the TV again. He told everyone that thanks to me he's become hyper charged which made me slump, but only a little not really noticeable unless you're Tony.

 _Electro_ said that we have twenty-four hours to, he paused at that for an odd reason, give him all our money before he turns off all the power in _New York_ forever. Sam asked if he actually said 'thanks to _Spider-Man_ ' and I sighed hitting my hand against my forehead.

"I was trying to tell all of you that _Electro_ and I fought earlier but you were too busy with your videogame" I pointed to Sam "your _Zen Music_ " I pointed to Danny. "Your online lecture" I pointed to Ava "and your football game" I pointed to Luke.

"To notice I was saying anything at all" I said before I asked Danny if he can use his powers to make a light. He told me he's never used it for anything like creating light before he did so and said it was peaceful in its own way before Ava asked how _Electro_ got so powerful.

"I was trying to tell you earlier before the power went out that when I was fighting him I made the mistake of shocking him into a wide spread circuit board" I told them before I said we have to suit up. _Iron Fist_ turned off the light but I was the only one in their proper suit. _Nova_ had on _power-Man_ 's glasses and _Iron Fist_ 's outfit, _White Tiger_ had on her mask but _Power-Man_ 's suit.

 _Power-Man_ had on _Nova_ 's suit (1) and _Iron Fist_ 's mask and _Iron Fist_ had on _Nova_ 's helmet and _White Tiger_ 's suit which was really weird. I think we had a non-spoken agreement that we don't speak of it again when the lights were back on and the others changed into the correct suits this time.

I was leaning against my _Spider Cycle_ asking them how we track down _Electro_ and get there fast enough without power. The next thing I know I'm on the _Spider Cycle_ with Danny meditating behind me and _Nova_ 's carrying _White Tiger_ and _Power-Man_ plus the _Spider Cycle_ while flying.

 _White Tiger_ asked if we could just swing there but I shook my head "I had wanted to keep my old ones but Dr. Connors said that these _AC/DC_ ones that run on power are better, so no I can't" I said wincing at that because I sounded rude there. _White Tiger_ was complaining that we can't do anything because all our options are down the drain before I looked back at Danny who said that it forces oneself to reevaluate the meaning of life.

I looked forward and I didn't like what was coming next *clack* we all fell when I hit my head on the streetlight making me fall with the rest. I shook my head to get my bearings before I got up hoping my nose doesn't swell right now of all times.

"We have to walk or run the rest of the way guys" I said but they didn't seem to want to so I was pushed onto my _Spider Cycle_ and told to hold on by _White Tiger_ , she's supposed to be the most used to running around of all things. Danny was in the front on the hood while _White Tiger_ was behind me holding onto my shoulder blades which feels really uncomfortable but I think the marks from her nails are healing.

 _Power-Man_ is pushing us and _Nova_ 's just floating with his arms crossed across his chest like he's mad or something. I smelled oil and exhaust from cars, a lot of cars, before _Power-Man_ said we need to lose some weight before I looked up to see a mob of angry and annoyed patrons.

The patrons were throwing stuff at me and I really hope it doesn't injure my team at all because I feel guilty enough that I caused this whole thing. I suggested they read a book or maybe something like hide and seek or something else, but they seemed even angrier when I said that.

I felt heat from my _Spider Cycle_ and looked down to see _Electro_ on my _Cycle_ 's screen laughing at me before _Nova_ started charging up at our expense, I think going into a trap. When I tried telling _Electro_ to stop _Nova_ thought I was talking about him and said that it's got him, I was worried about the people and the car in front of us before we ran into it and went into the air because of it before it short-circuited again.

When we landed Ava yelled at _Nova_ for almost killing us which I tried to stop before _Batrok_ decided to make his appearance kicking me in the face before jumping on _Nova_ and saying 'excuse me' in _French_ before using him as a jumping board. I was going to stop him but the only way I could is transforming but that's not an option, my true form weighs over ten thousand tons and that can break the bridge which I don't want happening.

I was going to punch _Batrok_ when he kicked me in the face instead before _Nova_ swooped down missing _Batrok_ by a few centimeters. Before _Iron Fist_ punched him but he dodged, I think we're more suited to power than non-power which isn't good because many villains we know don't really require power.

 _Iron Fist_ tried punching him three times but he was kicked on his fourth attempt so he couldn't even hit him at all, I was glad that when _Batrok_ tried to kick him that he dodged it but I felt bad for the owner's car that got a smashed windshield. _Nova_ tried to attack again but _Batrok_ jumped and _Nova_ hit _Iron Fist_ instead to where they fell off the car and created a lot of dust in the fall.

Ava tried attacking him by pouncing but he dodged like I had figured he would before he sat on her shoulder blades because she was on her stomach, I heard _Power-Man_ tried to punch him but it didn't work too well. He was kicked in the chin and his right jaw, which I don't think was too fun especially for the patrons who were next to the roadblocks and screaming.

I tried saying you're supposed to use communication, that we're acting like rookies because of it, and it isn't good. I heard _Nova_ say 'we don't need a lecture from the one who hyper charged _Electro_ ' which I get. "I feel bad enough already _Nova_ " I said before I felt something metal hit my head before _Batrok_ said he has to go and took a pearl necklace with him.

 _Power-Man_ picked up someone's van and said that we should hide under here and the others nodded while I'd rather get hit by the patrons' anger at least they'll vent it on someone who deserves it. _Power-Man_ said we need to find _Electro_ fast so I looked around and saw a faint field of electricity in the city behind us so I told him I found him and that _Batrok_ can wait.

I ran to the city where _Electro_ might be, after jumping on about four to six cars/trucks I climbed a metal suspension bar that keeps the bridge in place. I found what I was looking for and what I found was the Tran. which was good, I told my team that we're using the Tran. before I jumped on it.

 _Nova_ carried _White Tiger_ up here first before he went back to _Power-Man_ who had catapulted _Iron Fist_ up here. When _Power-Man_ was up I asked _Nova_ if he could push it and he nodded saying 'going downtown' which people can go without.

 _Electro_ appeared so I told Sam it was going to happen again before _Electro_ asked if I was ready for round two which I know I am but I don't know about the others. It went zipping down the cables and I was surprised they didn't break from the amount of friction before I told my team, minus _Nova_ , to brace for impact.

Before the impact though I had picked up _White Tiger_ since I knew _Nova_ would get the others and jumped off. We ran the rest of the way before we stopped when _Nova_ asked me if I had said he was a second tier bad guy before.

"I told you earlier that when we were fighting I made the mistake of shocking him into a larger power grid than the ground like I had before" I told him before we started running again. We hid behind a corner and I saw _Electro_ messing with a bunch of electronics before I heard something.

"Guys we have to be careful in this part of the city" I said before I saw headlight light and turned around to see that a car was turned on. We all jumped out of the way of the car that drove forward and almost into us before Luke asked who's driving the trucks in front of us.

" _Electro Power-Man Electro_ " I said before I jumped over the first truck that _Iron Fist_ punched in half which was actually very cool. Luke said that _Electro_ was sending out an electronic barrier that turns everything that uses power into a weapon which I had already guessed in the first place.

I heard a tapping before I looked down at _Power-Man_ 's foot to see a little _Blender_ trying to attack _Power-Man_ I was going to kick it but _Power-Man_ did so and I really wish he didn't because he saw that the game was on. A bus full of screaming people drove past us so I told _Nova_ he has a bus to catch and I think it was sort of a mistake since I think he was just waiting for that order.

Time Skip: After the Crashing of the bus

I ran to the others hoping they're okay and seeing that they were, except for _Nova_ who was a bit disoriented, I heard a chopping noise and looked up to see a helicopter heading for me. I stopped it from hitting other patrons so I was really happy about that before it shut down and I let it go hoping that I didn't damage it too badly for the owners of the copter.

I dodged an electro shock from _Electro_ three times before I said that I like the new look, he however made a giant electric ball and threw it at me for complimenting him. I was glad when I saw a streetlight because I jumped on top of it and reached it just in time for me to not get shocked from the condensed ball.

I noticed that if he keeps being everywhere at once then he'll short circuit himself when he was saying that he's the king of _New York_ for being this way. He shocked some _ATM_ s and a lot of money came flying out but I don't know how he would be able to spend it if he shocks everything he touches.

I tried to stop _Nova_ from speaking without getting _Electro_ 's attention but I was too late, he already said he would be frying the biggest vaults on _Wall Street_. _Electro_ said 'that's an idea' before he went off to the _Federal Reserve_ "what is wrong with you _Nova_? You just told him to rob the _Federal Reserve_ " I told him before I turned around to go after _Electro_.

Lights were blinking in all the buildings _Electro_ separated into when we arrived, we tried getting closer but it was hard when he surrounded himself with wild electricity. He started short circuiting again before _Nova_ hit him with a beam of energy which made him stop short circuiting which is bad for us but not for him at the moment.

When he turned to _Nova Nova_ asked me if my _Web Shooters_ were still down and if I had a net I could throw at _Electro_ which made me slap my forehead with my head before it fell limp at my side. _Electro_ heard what _Nova_ said like I feared he would and he made my _Web Shooters_ go hay wire, I tried finding something when that happened to jam my _Web shooters_ but I couldn't before I had _Webbed_ my team to a semi.

 _Electro_ noticed a crane on a construction building before he made it fall above my team before I saw a car and put my arms in it and I felt even worse for this because I was ruining it like usual. When I saw the crane was closer to falling I pointed my _Web Shooters_ at each other hoping it would work and it did.

I went over to Ava and asked if I could borrow her claws which she allowed me to do so I was able to get my arms unstuck and use them. We got everyone off of the semi and away from it before the cylinder that the crane was holding fell on it.

We headed to the _Federal Reserve_ and when we reached the vault we saw that it was already opened, I stopped my team from walking to it though. "We need to communicate guys otherwise we'll continue going in circles" I said before I continued.

"We've been focusing on the wrong thing, videogames and football games don't save anyone right now" I said before I looked at _Nova_ who said he was thinking about a videogame. He said he was joking and that he was seeing if we were paying attention, from everyone glaring you could tell everyone _but_ _Nova_ was paying attention.

I asked them if they noticed anything weird about him that we can use, _White Tiger_ said she noticed the way he was talking which I was hoping they noticed. _Iron Fist_ said he noticed as well and that 'it's like the more he's plugged in the more unfocused he's becoming' which is true before _Power-Man_ said that it was like us tonight.

I got a plan because of what _Iron Fist_ said so I asked _Nova_ if he still has his videogame on him, it took him a minute before he realized I had a plan. After a few minutes I saw _Electro_ grabbing a lot of gold so I asked him where he's going to put all of it before _Nova_ said he could hook into one of the big satellites on top of the _Bugle_.

When he left and the power was out in the vault I did a knuckle bump with _Nova_ for his work with that.

Time Skip: After the Start of _Global_ Takeover

I was finally able to use my _Web Shooters_ to get around so I used them to corner _Batrok_ into a trap which he, literally, ran right into. He ran into _Power-Man_ and _White Tiger_ but got punched in the face by _Iron Fist_ who was dropped into it by _Nova_.

I told them it was great teamwork before _Electro_ tried to shock us with an electricity laser that looked more like controlled lightning. I told them I'd get his attention before I swung off telling them to stick to the plan before I heard _Electro_ say 'I don't have time for you _Spider-Man_ ' but he was going to have to make time.

He told me I was an 'insignificant bug' which isn't true because spiders are arachnids not bugs. He told me that he's connected to everything around the world, he can shut down cars, computers, and other power driven devices.

He told me to 'bow down to the king' before I told him that he doesn't have the brain power to watch a lot of things at once like a king does. He said that the one thing he has is power before he came out of the _Bugletron_ but was still in it.

I shot a web and dodged him by swinging on the shot web when he shot after me before I told him 'he can fight me but not all of us' which I made sound like a challenge.

Time Skip: A few Minutes Later

I was on a building dodging _Electro_ 's attacks when I saw a _Satellite Dish_ above me, I shot my webs at it and it fell almost on top of him but not really which isn't what I was wanting but I can't help that either. I smiled at myself hoping that this plan will work like I hope it will before I jumped off the building and swung over to where _Nova_ and the others were.

I heard _Nova_ ask if we overdid it and I shook my head when I swung by saying that it was just right before I swung somewhere to talk to _Electro_. I landed on a sign and asked him how he was holding up before he said that I can't beat him or something, I think it was something like that but he was short circuiting again.

I told him that he was stretched too thin and that having so many systems under his control is too much for him to handle, he was debating himself on that part before it finally became too much. He turned back to how he was before and fell to the ground, I told him that he was a victim of ultimate multi-tasking before I told him there was a lesson in this.

The lesson being that too much modern technology is bad for the brain, before I punched him in the face, I didn't feel anything from that before I saw my hand was on fire so I put it out with my other hand. _Power-Man_ and _White Tiger_ both punched me in the shoulders and I figured I'd get a few bruises from that before we went back home.

I walked into the dining room asking what they were doing when I saw Luke turn off the TV and Sam showed me a drawing of _Spider-Man_ with his butt on fire. He told me that he didn't think that making fun of me would be a good team building exercise before I shrugged.

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 **A/N: Hello, I finished writing this at 6:51 P.M on August 19, 2016.**

 **1)** **I got that confused at first since I couldn't remember which suit Nova and Power-Man had.**

 **I do hope you like this chapter and will continue reading, see you on Monday.**


	22. Revving Rhino

**A/N: Hello, I do hope you like this chapter and story and sorry if you don't like long chapters because this is over 2000 words more than the others.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Twenty-Two: Revving Rhino

Peter's POV

I picked up one of the workers and shot a web outside of the smoke getting him out and through a glowing '0' part of a sign. I dropped down on the road a few meters in front of the streetlight and let the man in the full body suit free to run where ever he pleases.

I heard an explosion and saw it to before I shot another web and went back to what I was doing before I dropped the man off far enough away from the smoke. I swung and swung again looking to see if I can spot _Power-Man_ who's my partner in this fire problem.

I took out a container and another man and took them an equal distance away just like I did with the first before I turned around when _Power-Man_ asked for help when one of his rescue's had a fire on his case. I shot a web at it glad my web didn't catch on fire when I did that before _Power-Man_ let them off his shoulders and we did a fist bump for our team-up rescue operation.

Two firetrucks appeared not long after and _Power-Man_ told me that they might need help with the camp fire which was over grown and I voiced that. I heard and felt a rumbling before I smelled thick-skin and math paper, some sweat mixed in as well.

I saw a humanoid _Rhino_ and realized where I smelled the thick-skin from before I saw him run past and bump into the two fire trucks without even moving them out of the way or stopping. " _Power-Man_ I suggest we move out of the way" I said and he said that he agrees but we're too late to, when I looked in front of me I saw that he was right there and then felt a large amount of pain in my chest and stomach where he hit me at.

I flew into the air with _Power-Man_ , hit a pole a streetlight is connected to, and landed on a car, the only thing that was similar to _Power-Man_ 's impact is that he wasn't hit directly and he landed on the pavement not a car. _Power-Man_ asked what it was and I suggested it was a _Humanoid Rhino_ , one of _Doc Oc_ 's experiments.

I also smelled burning metal on him as well so that means he's _Oc_ 's creation. I told him we have to get a closer look before I shot a web at the edge of a building and told him the bad news.

1) It was bigger

2) It was tougher and

3) It was faster than _Power-Man_

 _Power-Man_ said that he's bigger, tougher, and faster than everything, when I realized he was about to run into him I tried getting to him before he ran into him but he got both of us instead which wasn't fun. We ended up landing in a tree and I found that he seems to have a bully complex when he said 'who's stronger now?' or something like that.

I heard _Power-Man_ ask if we just got bullied by a _Rhinoceros_ and I told him that he seems to have a bully complex before I heard the tree branch I was on snap and I ended up falling. I ended up hitting my head which wasn't fun and definitely wasn't when I wasn't healed from the damage the first two times, I winced and gasped silently when that happened because I didn't want _Power-Man_ to see how hurt I was.

Time Skip: School

I was on the roof changing into my clothes when the _Bugle_ turned on and JJJ said that 'the _Rhino_ was the most dangerous thing to ever hit this city' I was going to comment on how he didn't mention _Spider-Man_ yet but I figured he would soon. I paused it as soon and I had changed and JJJ mentioned that the one that's actually to blame is _Spider-Man_ because he was the only one seen at the crime.

When I put my phone in my bag _Power-Man_ asked what that thing was and what was in the chemical containers it snatched. "Probably something to start the mutation again" I told him before I heard Flash, I think, saying 'fork it over' but the one he was talking to didn't want to.

I saw Flash push Alexander into his car before he pulled him away from it and blamed him for the mess-up which really wasn't cool. I heard Alexander say that he wasn't giving Flash his homework before I saw Flash throw him to the ground.

I heard Alexander say that it's cheating and I didn't like that Flash was doing this, if I had seen it or asked the regulars that Flash bullied and heard he still did this I would've tried to get him to stop entirely. I heard _Power-Man_ ask if I got him to stop already making me frown "if I had known about this I would've gotten him to stop" I told him before I said that I was going down there.

I heard Flash say that he wasn't going to regret anything before he asked where Alexander's _Math Homework_ is at which I decided to cut in at since he shouldn't be putting people in trashcans. Luke asked if he could trade places with Alex before Flash said our names as if he wasn't doing anything wrong which I called him for.

"He's venting, Luke can you watch him? I don't want him getting hurt mentally" I asked when Flash left saying I don't know anything or something before Luke asked what I meant but I said that I don't know entirely myself. When Luke left I helped Alexander out of the trashcan "sorry Alex, bullies are bullies for reasons, if I had known I would've fixed whatever it was" I told him before he told me to forget it and to forget him which I don't want to do.

I especially don't want to do that when I smell whatever I had at the fire and the smell of the _Rhino_ on him as well. He told me that the only thing people want him for is to bully him or save him and that he's invisible to 'us' popular kids.

"I only have two friends plus four housemates who could be my friends, I don't think that's what you call popular" I said before I suggested that he comes hang out with my _two_ friends. "I'm not pitying you and I do know what it's like to be a target, not entirely what you go through but I do know it feels the same" I told him and I'm more talking about being _Cerberus_ and knowing what it's like to feel like you can't be saved or fight for it (1).

He told me that he was going to make sure we all know he's not some defenseless kid that can be bullied around and I nodded. "Two wrongs don't make a right Alex, you said your smart can you think it through _before_ you do it?" I asked him and he nodded.

Time Skip: Night Time

I was riding my _Spider Cycle_ wishing I could turn and tear something up somewhere instead but knowing I can't before I heard and smelled _Power-Man_ on a cycle. "Hey is that a _Power-Cycle_?" I asked and he said it was and that he doesn't want me drooling which I won't I just like that scientists used my cycle as a reference to build better vehicles.

 _Power-Man_ told me to keep up and I nodded before I got a call from Agent Coulson saying that I need to check out a possible other raid of an _OSCORP Facility_ and I knew it was the _Rhino_. He told me that the containers contain _Bio-Reactive Serums_ related to livestock and that Fury wants us to scope out the railway yard in case of another attack, on the main shipment this time.

I shot a web from the bike and got onto the side of the building changing to four wheel to get to Luke faster before Agent Coulson asked me what I was doing. "I'm trying to catch up with Luke and I am glad that the scientists modified vehicles but if they want us to do a mission that requires wheels and chasing I kind of need to be there to help" I told him before _Power-Man_ said he could handle it on his own.

"I'm only saying that because I'm supposed to be your leader and I need to make sure no one gets hurt, I don't want to go through that anymore" I said but I whispered the last part knowing that won't entirely happen. When I said that we landed in the railway yard where the cargo is supposed to be I saw that _Power-Man_ was already there.

"And this is what I mean, if you were hurt, and yes that can happen, I'd want to know so I can call someone to get you help" I said and he told me that he knows I worry and that he's glad but I don't have to worry that much about everyone. I shot a web at the railing above the flooring he was on and said that I can worry if I want to before I pulled and swung up to where he was.

He asked me what was wrong before I asked him what he thinks about the thought of me being popular and I was glad that he laughed. "Thanks, I had told Alex that I only have two friends and four housemates that could be friends when he said that I was popular" I told him and he seemed slightly hurt at that so I mended it.

"I have secrets Luke, ones I don't want getting out, I told my grandparents and then the _Hulk_ but only so he could trust me and tell him his secret so I could help but my secret is something that makes me worry" I told him before he said that I can tell them when I want and I told him I will. In some ways I do want to tell them now so I won't have to later on but I also don't know what they'd say or do and I don't want to become a part of the _Howling Commandos_ because of it.

"I should've kept an eye on Flash, another reason I asked you to keep an eye on him because of the 'possibility' of him being/is hurt mentally or something is because Flash got angrier when Alex mentioned that he has everything like he's missing something that others like Alex have" I told him and he nodded. I had smelled gas and Flash's normal scent as always and just like always I smelled only traces or nothing of other people constantly around him every night, like there's no one at home when he goes home.

 _Power-Man_ told me that I can find out later and to focus on the present, to get Alex help from an adult like a teacher or parent and I nodded since I know he's right but I think it's almost or is too late. I felt a rumbling and so did _Power-Man_ since he had a searching look before we heard a noise so we both turned the same way to see the _OSCORP Cargo Train_ that we were told to guard.

When it passed under the bridge we were on I shot my web at it and jumped on the train with _Power-Man_ before we started running to the front, I smelled the familiar scent of the _Rhino_ and the _Revengers of Wickedness_ I had also smelt when I saw him the first time. "I had thought it was the _Rhino_ " I said when we both saw the _Rhino_ charging at the front of the train where the conductor was and I felt bad for him hoping he wasn't hurt.

When the impact took its toll on the car and flipped it over a few train cars that were more a part of the impact than the others disconnected from the ones with least impact, ours being one of them. When they disconnected it made the one we were on roll so we had to keep moving so we wouldn't get crushed.

When it continued moving we saw a train that this one was about to hit so _Power-Man_ jumped off to stop our train from hitting the other one. I shot five webs at the bridge above us to hopefully aide _Power-Man_ in stopping the momentum of the train but it was hard doing so, I got a little worried because of this before we were able to stop it a foot or two from the tracks.

 _Power-Man_ told me he could handle it and to get the crew before I hesitantly nodded, the train passed so I was actually able to do what he asked. I got to where the opening of the train car was and helped the workers out before I saw the _Rhino_ heading to the train cars that had stopped moving all together on the tracks.

After all the workers were out _Power-Man_ threw the train he was holding out of the way and I saw _Rhino_ run out of the train with something before I jumped on a pole and shot a web in between the two poles making a net and trapping the _Rhino_ for a short while. I heard him speak and say that he'll do something to us before I asked if he was a little confused, before _Power-Man_ spoke I stopped him with a shaking of my head.

He said it anyway making _Rhino_ mad before he got free and hit _Power-Man_ making him fly before I called to see if he was okay, I never got an answer though because I was hit over to where he was by _Rhino_. I saw _Power-Man_ 's leg and winced when I saw a lot of blood and I think his bone was protruding slightly from the wound.

"Like I had told you even you can get hurt" I told him before he put his hand on my head and turned it so I would see _Rhino_ charging me "I can heal from worse wounds than that in less than thirty minutes _Power-Man_ " I told him before I called _SHIELD_. I asked SHIELD to send a medic to the train yard before I saw the _Rhino_ almost at us, I had guessed his speed and was able to get us away safely and quickly enough to where we wouldn't get rammed again.

When I got him to safety he told me to leave him there but I shook my head at him "can't do that buddy, bros before _Rhinos_ and all that" I said holding my hand out to him before _Rhino_ asked if we want to fight him. "I want to cure you and possibly be your friend but I don't entirely want to fight you" I said before a light shown on him from a _Med Bay Carrier_.

He told me that he was going to take his 'medicines' to go and I knew that this wasn't good 'give someone a taste of their own medicine' crossed my mind and I was worried about Flash before I told _Power-Man_ that he was going to be fine now. I set him on the stretcher that was behind me that two _SHIELD_ agents had before Luke said he was fine, I told him he wasn't and my vision turned purple before I willed it to change back to normal.

He told me that _Rhino_ was getting away and I told him 'I know' before Agent Coulson told him to stay still and that the wound he has right now will put him on leave for a while which I know he doesn't want to hear. Agent Coulson asked me what _Rhino_ took and I told him that it was the same as last time, _Chemical Containers_ , and that he called them 'medicines' before he asked me if there was anything else.

"I think I know who he is but I don't know for sure, I'm not telling anyone my guess until I know if it's correct or not so _don't_ _ask_ " I said and he shut his mouth, it was then I realized I had growled 'don't ask' so I apologized for it. I asked Agent Coulson if he was going to be alright when _Power-Man_ left with the other agents so he told me that he's going to be fine which I hope is true.

I was up all night trying to find _Rhino_ or Alex, either one works, but I couldn't find either, I looked terrible when I went to school the next day because of it and I hoped I wouldn't be asked any questions before I bumped into Flash. I saw him gaping when I apologized so I looked where he was gaping and saw that his black car was smashed and in yellow it said ' _YER NEXT!_ ' before I smelled the air coming from it, it smelled like the _Rhino_.

I walked up to him and told him he should tell Principal Coulson when he picked up the steering wheel that was inside the car, the door had fallen off as soon as he opened it so I felt really bad for this. I knew he was upset about it and I could tell that he was lying to the spectators that he could buy another car which meant that he can't.

I told him that whether it's serious or not he's going to have to change or else something worse will happen, I had continued telling him what would happen when he asked 'or else?' because he needs to acknowledge that this happened for a reason. He asked, sarcastically, if some _needle neck_ like Alex will do that and I told him that it can happen with the right tools and/or allies before he pushed Alex down.

I put a hand on Flash's shoulder "talk to people if you're having problems Flash otherwise you'll end up doing something you'll regret" I told him before he left. I helped Alex up again and told him sorry for Flash and that he's venting the only way he knows how.

I saw him leave and heard him say that Flash should find another vent which made me frown before I saw the _Chemical Container_ sticking out of his bag. I changed into my _Spider-Man_ costume when a bus pulled to a stop and put it on when no one was around to see me change.

When I had changed I shot a web at _Rhino_ 's horn when he said he was going to get Flash making him mad before he snapped my web so I shot two more at his shoulder armor when he turned around. "Stop this _Rhino_ you don't need to do this" I told him before he said he has no choice which made me frown behind my mask.

"If you take revenge on someone who hurt you or someone you care about than you're no better than they are" I told him before I shot another web since he broke my other one. He told me that he wants to be like _Spider-Man_ so I told him that he can just not like this because _Spider-Man_ wouldn't do this.

He told me that he learned what the juice could do and took it, that he doesn't care that it makes him less smart because he only wants revenge on Flash. _Rhino_ got angry and took ahold of both my webs throwing me but I caught myself by spinning on the ground and pushing myself back up to lessen the damage.

I shot a web at the roof swinging myself before I let go and landed behind Flash telling him to get on the bus unless he wants to get hurt, he didn't listen but asked why he would get hurt if he doesn't so I showed him _Rhino_ charging at him, he followed my instructions quickly after that. I turned around to face _Rhino_ and shot a multitude of _Web Balls_ at him but they just bounced off him like I had thought they would.

When they didn't work and he came closer I dodged him by jumping over him and shooting web at his shoulder blades to hopefully stop him but he just pulled me forward instead. I flipped over when I heard Luke's voice and told him I can't answer him right now before he said he was good to go but I couldn't tell if that was true over the _comm. Link_.

I told him that I'm good here and to come here when the doctor's, Agent Coulson, and Fury let him go before I tried aiming at _Rhino_ when the webs were taken off of him. When I saw that _Rhino_ was at the bus Flash was on I shot webs at him again and pulled him away from the bus telling the driver to drive so I was glad when he did.

 _Rhino_ went after it so I did to but I was swinging on top of buildings instead of on the ground running like _Rhino_ is. I saw the bus almost get flipped over before I jumped down and shot webs at the side of it pulling so it was alright enough to continue driving.

I shot a web at the arch of the tunnel it was going under hoping the _Electro Webs_ will work and get on target. They worked but not for long before I asked Agent Coulson for Flash's address.

Time Skip: Flash's Home

I arrived at a _Gas Station_ that was run down and I realized that this was where the gas smell was coming from so I didn't need to ask if this was right or not. I got into Flash's abode asking him if he was expecting someone to lighten the mood since I didn't mean to scare him when I tapped his left shoulder.

Flash apologized for how his place looks and I waved it away with my hand before I told him that I only care about how he treats others and that's it, besides his life itself of course. I opened the door that he blockaded and told him that I was wanting to get him away before I felt a rumbling and said _Rhino_ 's name deciding we're going on the roof instead.

 _Rhino_ threw a car at the _Gas Station_ breaking it and letting gasoline leak through before he ran into a telephone line making it fall where the gasoline is leaking. I grabbed Flash's upper arm and dragged him away from where we were standing before the explosion happened and we went flying.

I shot a web at a telephone line and flipped over it making sure to shoot a web at Flash to get him out of the way of the flying car before we landed on the ground. He told me to save what his family has left and that he'll do anything for me if I do so I told him to stay put, don't play tough, which he normally doesn't do, and to get help.

I heard him say he doesn't have a cell phone and not to leave him there so I felt bad before I ran to _Rhino_ and told him that I'm not going to let him destroy Flash's home when he threw a car at the _Gas Station_ 's main building. I shot two webs at the car _Rhino_ threw and pulled it back so it wouldn't hit before I threw it at _Rhino_ but he destroyed the car when I did.

I saw Flash running and I knew he was doing something terrible because he didn't follow directions like I had hoped. When I heard Flash scream I shot two webs at a rusted orange car throwing it at _Rhino_ getting him away from Flash before I swung on top of _Rhino_ , which I know is a bad idea.

He told me I don't understand before throwing me off him and I told him I do before I shot two webs at his mouth and jumped on his back again. I told him that he derailed a train, smashed a car, and is trying to ruin Flash's home event though his true power is his mind which he ruined by using it to steal something that allows him to bully someone else.

He grabbed my webs and threw me off of him before charging at Flash who was running to the _Gas Station_ again before I swung around _Rhino_ to grab him. When he was a safe distance away I smelled _Power-Man_ and saw him use his _Power Cycle_ to crash into _Rhino_.

 _Rhino_ came charging again but this time _Power-Man_ grabbed his horn and didn't go flying so I told Flash that I was going to try and convince Alex to stop again before he asked me what 'a scrawny kid like Alex' has to do with _Rhino_ so I told him Alex is _Rhino_. He asked me how so I told him that the correct question to ask is 'who brought him to this point' which he seemed to get.

 _Power-Man_ told me he's losing his grip and I asked him how before I shot a web at a barrel of oil and swung it at _Rhino_ 's head before I shot two webs at _Power-Man_ getting him away from _Rhino_. I asked if _Power-Man_ was ready and he said 'yeah' before we punched _Rhino_ at the same time, I think the serum was out of his system for a small while when he turned back into Alex.

Flash told us that he was the one who did it and that he was the only one who can fix it, if he's able to, so I told him that only he can change himself for the better.

Time Skip: _SHIELD_ Appeared and is Taking Alex

I swung and stopped next to Alex who was being escorted into a _SHIELD Carrier_ before he asked me if he was in trouble and that he only wanted to make people stop picking on him before I nodded. "I know Alex but you can't do it by picking on them" I told him before Flash apologized for picking on him before Alex was taken into the _Carrier_.

Agent Coulson said that today was better than yesterday with minimal damage, threat taken care of, and good leadership with Flash which is good I guess. "I had wanted to tell you what Flash was doing but I was a bit busy so I apologize for that" I told him before I told _Power-Man_ that it wouldn't have worked if he didn't arrive like he did.

He told me I reminded him that strength isn't always power so he told me that I'm a good leader which I don't entirely agree with, but I didn't tell him that. "Thanks" I told him and he nodded before he left with Agent Coulson.

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 **A/N: Hello, I finished writing this at 5:04 P.M. on August 22, 2016. Never noticed this earlier but I have two chapters right after another that have the same number of words, 2,527 to be specific, and they're chapters 11 and 12.**

 **1) I was so glad when I searched this on Google and clicked the first thing which I think was** ** _no bullying . com_** **that when I read the article that it was somewhat how Peter feels. Though not with another person causing it but himself like self-pity or self-blame I think is more accurate.**

 **I do hope you like this chapter and will continue reading, see you on Friday.**


	23. A Tiger's Prey

**A/N: Hello, I do hope you like this chapter and will continue reading. I hope there are some _SpideyxTiger_ moments in here for _Man285_ since they seem to want them so much so I hope if there is it's satisfactory till the next ones.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Twenty-Three: A Tiger's Prey

Peter's POV

I was jumping buildings trying to get away from _White Tiger_ with the other members of my team before they appeared to my left. I told them not to get flanked but _Nova_ decided to make a jab at my leadership skills.

Because he was too busy talking _White Tiger_ slashed his helmet making it so it would get turned around on him. I told him to pay attention once he could see before my _Spidey Sense_ went off which wasn't a good sign before I told _Iron Fist_ to watch out before he was almost clawed twice now.

When he tried a kick she dodged, when he tried punching she dodged and sweep kicked him so he fell on his back. I told them to step it up a notch because she was getting faster and I felt that her tiger instincts were getting more distinct the more aggressive she was being.

I felt _Power-Man_ 's back on mine when he said that he has my back which was literal and figurative, that was before _White Tiger_ grabbed him and got him away from me which wasn't good. I felt my _Spider Sense_ go off again this time louder than before so I dodged almost getting hit with rubble when she clawed at it.

I felt a lash at my chest making me falter and land on my back on the ground below me when the momentum of the clawing caused me to be pushed into it. I heard her say 'this is how you train' before I saw her for a split second but that was enough to see her neat pony tail was a mess and her eyes were a lot more wild on her costume.

I dodged her attacks about ten times before I caught sight of her medallion glowing a bright green. Our other training sessions were going fine, only fine if you count video-games, Carbo-Loading, and a movie as training.

Ava apparently doesn't, I sort of don't either but I don't count this as one either, I wasn't able to dodge her fist from hitting my jaw hard enough to hit me back about five meters away before I called a time out. She told me to stop holding back though and kicked me in the stomach knocking me back even more meters before _Nova_ gave stopping her a try, it didn't work out too well for him either because as soon as he turned his back she clawed at his rear before shoving him away.

My head was lifted up by her claws before she put her other hand's claws to my throat " _Tiger_ " I growled before I saw the eyes of her mask widen and she growled at me back. She sounded way too much like a tiger from that before she jumped back a few meters and ran somewhere growling before she did so.

I went to go find her with the others and saw her doing acrobatics on streetlights before we turned to go after her. I heard _Nova_ ask if she was tricking us to train harder after we went around a cargo truck "I think she's right if that's her plan _Nova_ , and why are you using a pizza box?" I asked him before he said it was a better idea than mine.

"So tearing a part of my suit and webbing it to where yours is gone is worse than a pizza box?" I asked before he said that it wasn't a bad idea and regretted using a full pizza box instead of that idea. I heard a drum being played hurting my ears before I saw _Tiger_ eating a civilian's food before _Power-Man_ tried to get her attention but it wasn't working so well when she threw the unfinished plate at his face.

I told my able body team to hold her but not hurt her before I ran to her, she jumped off the table making me land on it before I got up and had _Nova_ thrown at me making the table fall over. My ears started hurting again and I really wanted to find where that trancing laced music is coming from, I think I heard somewhere that this specific tune is used to draw in animal related medallions like _White Tiger_ 's.

I told everyone to dive but I never specified when when all of us dived in together hurting all of us when _Tiger_ jumped dodging us. When she jumped though I shot a web at her foot and pulled her down using the same force to pull me up and over the line above her to have her hang there, I heard her hiss when I told her to get a hold of herself.

I couldn't think of anything before the pain in my ears ceased and so did Ava before I let go of the web when I heard her ask if what was on her face was spaghetti sauce. I told her she was lucky that it was when she landed asked her if she remembers what happened but she said she heard drums and saw a white haze worrying me even more because that never means anything good.

Ava asked if we could go home and I nodded at her telling her she can before I saw that _Nova_ lost his pizza box, I shot my web at where the pizza box covered a while ago making _Nova_ ask what that was for. "You lost the pizza box what else would you want me to do?" I asked him before he looked behind himself and said thank you before he went to follow _White Tiger_ home.

Time Skip: Morning in the Kitchen

Sam said that another rule was that you have to have the _Griddle_ at the right temperature and I nodded asking how much longer before he told me not much. "Are you using Aunt May's recipe?" I asked and he nodded saying that he took out the _Fiber_ and bits of meat she sneaks in making me not want to eat now.

The meat's for my _Cerberus_ form, it's hard to eat anything unless there's meat in it, before Sam mentioned that if Ava joined us. He didn't finish that sentence before I said that I don't think Ava's doing too well and that was accented by the fact that Ava came down with messy hair unlike how she normally is.

It was even worse when Ava gulped down the milk carton and then burped, unlike how she normally is which is even odder. I knew she was becoming more tigerish but this is almost too much.

I was following Ava across town when I saw her lunge for a man in a mouse costume which is something I don't think she wants to do, because of this I grabbed her waist before she reached him and put her on top of the building across the street. I landed at the edge of the building before I saw Ava do a backwards cartwheel and land on the machine behind her, when her claws showed I spoke.

"You haven't been acting as you usually are _White Tiger_ and it's a little scary to see you change so suddenly" I said before she told me that this is her normal self something she tries to hide which I get. She asked me if it was so wrong to be herself and I shook my head "I don't normally act myself either _White Tiger_ , but at least the reason I don't is so I won't harm others in the process" I said not thinking that came out the way I wanted it to.

"We're worried _White Tiger_ , you're our friend and if something's off with your friend, like a sudden switch in personality" I said before I continued "than you'd want to know about it" I finished. She said that I'll never understand her but she won't know until she tries which I shouldn't be telling her when I don't do it either.

I saw her jump off the building before I ran to the edge to see if she's going to attack the man in the mouse costume again but she only continued jumping buildings. I heard Luke say that I have a way with crazy cat ladies which made my vision go purple before I caught my mistake and corrected it my vision turning back to normal before I asked if he meant that when he was hiding behind a water tower.

 _Nova_ said that they were sending moral support from a safe distance but I told them I need real support now and told them they're going to follow her while I get answers. I swung to Principal Coulson's office to get answers from him before he called Fury and I asked about how _White Tiger_ 's been acting odd because of drums.

I saw them look at each other at the same time before they told me that Ava's power comes from the _White Tiger Amulet_ , even they don't know how it works. Fury said she works constantly to keep it in check like her father did before her and his father before him.

"I feel there's more to this please continue" I told them knowing that there's more than what they're telling me, they didn't answer but Fury said that if she has gone feral we need to stop her. "I'm her leader so she's my responsibility right now, I'll reign her in" I said and Fury asked me what I'll do if I can't and I nodded saying I will.

I left and tried to find the guys but smelled powder and something else around them knowing that it wasn't good before I swung in their direction. I ended up in the park on a tree branch and used my _Infrared Vision_ to see a pile of three bodies in the boat.

I saw that from the builds they must be Danny, Luke, and Sam before I was pounced by Ava. I told her that I'm not staying out of this before I headed to the boat I saw them in earlier and saw that Ava was there to.

I heard _White Tiger_ say that she hates water before I dropped down on the ground behind her, my _Spider Sense_ went off before I told her it's a trap. I pushed her out of the way glad that I also didn't get trapped before I smelled something and I didn't like it was the smell of a _Maligenii_ or _Tempters and Ensnarers_ ones I hate most before I heard the man's voice.

I got up and pulled _Tiger_ up with me despite her growl before she said ' _Kraven_ ' which I'm guessing is his name so I didn't say anything about it, he smelled of sweat and poisonous metal which I hate the smell of. He told me to take my companions and go but I told him no because if _Tiger_ 's not going as well than I don't have a reason to.

I heard her say that he hunted her father like an animal and destroyed him before she proclaimed to do the same to _Kraven_ out of revenge which is something she shouldn't seek. I had wondered why I had smelled a faint scent of rotten flesh, the smell of _Revengers of Wickedness_ , from _Tiger_ and it was because of him.

I went to check on the others to see that they're just fine before I went to help _White Tiger_ because any animal is defenseless when they're scared, and _White Tiger_ 's scared of _Kraven_ no matter what she says about it. I shot _Web Balls_ at _Kraven_ before I saw him activate a red shield and threw a boomerang at me making me lose my grip when it hit me in the ankle.

I was confused when _White Tiger_ told _Kraven_ to be quiet and stop talking about her father even though he was complimenting him before he activated a red double ended spear. I saw that he turned the spear invisible but I could still see it thanks to my _Infrared Vision_ before he chased her into the forest surrounding the lake.

I heard _Kraven_ threaten _White Tiger_ before I told him I love his accent which was a half-truth before he activated the trap Ava was in, she dodged the multitude of arrows before she told me _Kraven_ was her prey not mine. I moved out of the way when she charged at _Kraven_ since I didn't want her pouncing me as well before I saw him dodge all her attacks making me sigh.

I asked him what occupation he has and he told me he's _Kraven the Hunter_ , what he hunts he consumes and what he consumes he becomes something I think I get before I shot a web at _Tiger_ getting her away from him. I took _Tiger_ and ran when I saw him throw bombs at us dodging them when they exploded.

I told her we need a plan or strategize or something before I stopped and turned around shooting _Web Balls_ and glad that I aimed one for one of the grenades on _Kraven_ 's belt because it turned out to be a _Concussion Grenade_ disorientating him for a moment. I ran and pulled her under the bridge we were on glad that she stayed there long enough for _Kraven_ to leave before I told her that she needs to think things through right now before she dropped on the pavement below and I followed suit.

She told me I don't understand so I told her to help me understand before she told me that _Kraven_ collects _Tribal Magic_ from all parts of the globe to become the _World's Best Hunter_ and that was why the drum affected her, because of magic. She told me that everything he knows is nothing compared to the power the _Amulet_ contains which doesn't surprise me before she said that her father was hunted down by _Kraven_.

At the closing of the hunt he did his job by protecting the _Amulet_ but he was hurt to the point he couldn't be healed and gave the _Amulet_ to her to protect. It's up to her to keep her _Tiger_ side calm but she doesn't want to control it any longer because she wants to become the _Tiger_ to get revenge for her father.

She left after saying that I wouldn't understand because of that before I could tell her that I understand all of it because almost all of it I'm currently going through.

Time Skip: the Zoo

I shot a web at _White Tiger_ who was pushed into a spiked trap hole catching her with my web before she hit the spikes, I realized too late that I had accidently made _Tiger_ drop the belt that keeps her _Amulet_ with her. She told me it's over because she lost her power before I backed up when I saw _Kraven_ jump up here, his eyes were glowing green and his fangs were showing more than they were before which isn't good.

I shot a web and pulled _Tiger_ by the waist again to get her away from _Kraven_ when he charged, as soon as we landed in a tree though my _Spider Sense_ went off and I ducked to dodge three tranquilizers. I looked up to where I saw them come from and jumped away from the branch I was on when I saw _Kraven_ jump at me.

I didn't want to hear him talk anymore so I shot a web at his mouth and finally it hit it's target before I swung out of the way of the falling _Kraven_ who was trying to get the web off his mouth. I landed on a branch that _Tiger_ was on before I told her that I need her help, she told me that she's nothing without the _Amulet_ making me growl and get her attention.

"You are _not_ nothing Ava Ayala, you're a smart girl and stronger than anyone I've met from being able to keep the _Tiger Power_ in check for so many years" I told her making her look up at me. "The _Amulet_ doesn't make you smart or able to come up with the strategies that you do, I need you to make a good strategy right now" I told her before I helped her up and ran from Kraven.

Kraven told her that her family could've ruled for generations if they just released the power but he didn't finish his sentence because the _Amulet_ changed him into a real _Humanoid_ / _Tiger_ being. Ava told me that the man is gone and that he's all animal now which I knew was bad so I didn't need to ask before she ran somewhere.

I shot a web and pulled her by the waist again away from _Kraven_ , I've been having to pull her away from things a lot lately. I told her to brace for impact before I pulled her back, spining slightly letting go shortly after throwing her into something.

I landed in a _White Tiger_ cage and shot a web at _Kraven_ to buy Ava time on her plan getting his attention. I dodged his attack three times by jumping backwards before I jumped onto a rock in front of me.

I turned around and saw two _White Tigers_ who I roused from wherever they came from and I ran not liking this before they jumped closer to me. I heard Ava say that spiders get stuck in your teeth and give you cavities before I jumped on _Kraven_ 's back and placed something on the back of his neck.

I shot webs at the _White Tiger_ that pounced at me before pulling her towards the other telling _Tiger_ to do it now when my device exploded trapping _Kraven_ in a web like straight jacket. _White Tiger_ took the _Amulet_ back from _Kraven_ turning him back before she called the _Tigers_ off me but I jumped in front of _Kraven_ when she told the _Tigers_ to attack him.

I shot a web at _Kraven_ when he said that she could be greater if she let loose, it covered the top half of his body and his mouth which I liked a lot better than before. I asked _Tiger_ what she was doing and she told me that I don't get what it feels like to lose someone like she did.

"I don't get exactly how it feels but my uncle was taken from me and I had a chance for revenge after I had let the perpetrator go leading to the death of him" I told her before I continued. "I live with the fact I let him go when I had a chance to take revenge every day and look back on it as a good thing because I was the better man in not taking my chance" I finished hoping but not thinking it came out how I wanted it.

I asked her if she wants to be like her father, a hero, or _Kraven_ , a hunter, I was glad when she chose to be like her father instead. When we walked away _Kraven_ got lose and I asked her if she wanted to do the honors but she said we both earned it so we both took a swing.

Ava kicked him in the gut and I punched him in the jaw before I asked _Tiger_ if she wants to help me get the rest of my team before she called _SHIELD_ and said that I made a mess of the place. I took that as a no and went off to get them before I met up with _White Tiger_ again before I noticed she was groomed and tamed as she always was.

"There's the _Tiger_ we know and care for" I said and she nodded thanking me for helping her and telling her about my uncle before she gave me a hug. I squeezed back before I pushed her away lightly and told her that her father would be proud of how she turned out.

She told me my uncle would be proud to and I frowned underneath my mask before I saw a red dot on her collar bone and looked behind me to see _Nova_ saying for _Tiger_ to get the dot which made her attack him. I shot a web at _Nova_ 's phone before it hit the ground, I told _Tiger_ to get him before I went after them to make sure neither of them get hurt.

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 **A/N: Hello, I finished writing this at 3:11 P.M. on August 25, 2016.**

 **I do hope you like this chapter and will continue reading, see you on Monday.**


	24. Sticky Beetle

**A/N: Hello, I do hope you like this chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Twenty-Four: Sticky Beetle

Peter's POV

I was riding my _Spider Cycle_ on the bridge cables before I pulled it off and onto the streets in _Hover Mode_ with the four wheels. I spun it under a truck before I reformed it to turn into a regular _Cycle_ , when I saw that there were no more cars in front of me I did a wheelie and then sped up when my front wheel was on the pavement again.

I was heading to _New Jersey_ to check on the new _Carrier_ , I'm not calling it the _Helicarrier_ because I think they're giving it a new name to go with the new design. I stopped in front of a broken down warehouse because this is where they're making the new _Carrier_ since I want to see how my team's house is doing.

I went over to a pump and turned it making a _Skeletal Retro Scanner_ appear before it scanned me, when my identity was confirmed as _Spider-Man_ a door in the floor opened up and I jumped down it. I landed on a chair and was speeded down the long tunnel while I was seated.

When the chair stopped I jumped and did a front flip in the air before I stuck the landing with my hands and feet on the ground under me. I jumped onto the railing wondering if they're done yet, I do hope they tell me when they are though.

I saw everyone still working on the Carrier, I knew it was going to take a long time because of state of the art tech and stuff so I wasn't really surprised at the lack of progress from it. Things are a little crowded at home and when food is made, like for breakfast and more specifically _Sam Cakes_ , there's no meat so I have to pass on eating it and I can't tell them it's because I can't digest anything if there's no meat in it.

They also start eating my food when there's meat in it and take the meat specifically which isn't good because I'll starve to death, if I even could die, if it continues. I don't exactly mind the pictures because it's not how I usually look, the thing I would mind most out of living with them is if they find out about my secret and might hate me or am scared of me because of it.

I am able to deal with it though because I can deal with humiliation like the pictures and Aunt May and I make my lunch and sometimes breakfast for when I get to school which has meat in all of the stuff so I won't go hungry. Fury also called me here so I had no choice in actually coming here or not so I'm glad that I got to see the progress, even if it is little.

I heard an explosion so I turned around to see a large cloud of smoke so I jumped onto a beam that a crane was holding in the air to see three agents walk up to it and stop a few meters away just to get knocked over. I was about to use my _Infrared Vision_ to see what was going on but the _Beetle_ appeared before I could and I could tell from where he appeared from that he was using invisibility.

I shot a web at his right arm that the _Beetle_ was about to use to punch one of the agents he had in the air getting his attention before I shot a web at the agent pulling him away from the _Beetle_. I shot a web behind me where the man I pulled away from the _Beetle_ will land and told him sorry for not giving him any warning because I surprised him.

I saw the _Beetle_ cut the web that I shot at his shoulder before he activated his _Shoulder Missiles_ because of this I figured he was after me when that happened which wasn't good, for me at least. I made a large web in front of me to hopefully block the missiles from hitting me before they hit the web, exploded, and knocked me off the beam I was on knocking me far enough away to where I hit my head on a column.

I saw him activate the missiles on his wrists before I got up but when I saw an arrow I jumped backwards and onto the pillar I hit my head on before it exploded knocking the _Beetle_ backwards. "Fury to the rescue? Sorry about that" I said before he said 'apparently' in a reprimanding tone that also sounded sarcastic and rude.

I heard the agents say ' _Beetle_ , surrender or be destroyed' a little too late because he turned invisible not even a second before they said that and knocked them to the ground not long after that. I was about to turn on my _Infrared_ before I heard an explosion and turned around to see a fire.

"He's gone but who shot the arrow that would've got me along with the _Beetle_?" I asked before I saw another arrow hit the ground in front of me before I heard a *zip* noise and looked up to see _Hawkeye_ zipping down the line the arrow made. "I'm surprised you noticed that quick enough to get away, it was me and a _Sonic Disruption Arrow_ to be exact" _Hawkeye_ told me and I nodded before Fury asked me if I knew _Hawkeye_.

I nodded before I told him 'thanks' I didn't say anything else though because I know he wouldn't want to high-five or shake my hand. Fury told me to follow him and I nodded before we walked into a part of the _Carrier_ that looks like the _Control Center_.

Fury told me that _Beetle_ was held in an off-site facility when the _Helicarrier_ went down which doesn't surprise me before he said the confusion that followed the event allowed _Beetle_ to escape. He told me that he was here to wreak some havoc but when he saw me it was likely the _Beetle_ wants revenge which I already figured.

He told me he called in an _Avenger_ for protection while they're busy making the new _Carrier_ because they couldn't track him. He changed his mind on that part though when he saw that the _Beetle_ 's after me and said I need the protection more than they do.

"Shouldn't the _Avenger_ be one I already know or does he have special skills in this field that the others don't?" I asked him before I heard an arrow that was coming towards me. I caught it before I threw it somewhere no people were at "I could've dodged that if people weren't here you know?" I asked _Hawkeye_ when the arrow exploded in charcoal smoke and a net fell from it.

I was glad no one was under it when that happened otherwise what I did wouldn't have mattered and it would've been better if I didn't do that. I asked Hawkeye what arrow that was and he told me it was an _Ensnarement Arrow_ which doesn't surprise me.

Fury didn't answer my earlier question and just told me that he doesn't want me handling the _Beetle_ on my own and didn't think I'd want to call in my team to help me. I nodded but told him that it was only for today unless something happens.

Time Skip: _Spider-Man_ on a Wall and _Hawkeye_ on his Bike

"What are you trying to do? Get a lock on _Beetle_ 's location?" I asked and he nodded saying that when he gets it we can find him anywhere in the city which is really useful. "I normally use my _Spider Cycle_ and my senses to find bad guys" I told him and he said that it was a neat toy but he wondered why I was using it when I can swing on webs.

"It's convenient, Dr. Connors made it for me specifically since swinging causes muscle strain so I figured why not" I said before I flipped onto my _Cycle_ that was behind me. "Which what do you think of this since you're an expert on _Bow and Arrows_?" I asked him pushing a button on my wrist before a small _Bow and Arrow_ came out and I pressed a button to hit a pole near the _Bugletron_.

He told me it was nice but he has a 'big boy' one and he brought the arrow back hitting where I wasn't aiming causing a net to expand and contract around the _Bugletron_ and stayed there. "Wasn't aiming for that but okay" I said before _Hawkeye_ said he got the location which was good before I looked at it and told him that it's only a few blocks away and that we should go.

I was going because I was bored and want to do something fun, I know it's probably a trap but I don't particularly care as long as I'm doing something. I hit a button on my _Spider Cycle_ before it put me onto the building and rocketed me up.

 _Hawkeye_ told me that I'm supposed to stay with him and I nodded before I ran it in a _U-Turn_ to head down the block behind me because I wasn't paying attention. My _Spider Sense_ went off so I stopped when I saw the _Beetle_ 's bug tech in front of me, when it was in front of my _Cycle_ again because I had it skid to a stop the _Beetle_ tech shot at me.

I went backwards before I turned after it shot me three more times which wasn't fun especially if it hits any of the tech I'm using. I shot about five _Web Balls_ at the tech but it dodged all of them which is really annoying before it shot at my _Cycle_ 's tire which is the one thing I didn't want him hitting.

When it started shocking me I jumped off into a backwards somersault and hit the ground with my left hand and pushed to where I would land on my feet instead. It was almost on me before _Hawkeye_ shot at it with one of his arrows right through the middle.

"Thanks _Hawkeye_ " I said and he told me that I was welcome before he came down and parked his bike before I told him that there was more before I pointed to his radar to see that there were a lot more than that one. We saw the colony heading towards us before _Hawkeye_ shot at them and headed for them to get a better shot.

I activated my scope and shot at a few as well to help him, even if he doesn't want it, because I owe him more than I do many of the others here. I was swinging through the horde while shooting at some, I swung past _Hawkeye_ to help up there as well but I kept wondering why they weren't attacking us or even me.

 _Hawkeye_ shot two arrows simultaneously hitting two bugs in the process "how many arrows can you shoot at a time? Because that's impressive" I said before I continued shooting at the bugs. I was too late in smelling the _Beetle_ before I saw him activate his _Shoulder Missiles_ and shoot them at me, I thought quickly enough glad that I can move quick enough to do this and shot a web behind me using that one instead.

I almost hit a building but walked on it while still holding my web before I pushed off of it, I also wondered where _Hawkeye_ went while I swung away from the missiles. When I swung towards a building I shot another web and swung away from it before I smelled and heard missiles, I looked behind me and saw a missile heading towards me so I pulled up dodging it.

I shot a web and pulled myself towards a building before I let go of it when I got to the building because I didn't need it anymore. I heard another missile before I jumped backwards and accidently crashed through an office building's window which I felt very bad about.

I ran through the office section of the building I crashed into and through the door before I saw a janitor, I told him he missed a spot before I kept running. I ran into another office section of a building and tried to stop but slid into a pile of papers in a cubicle making the pile topple over before I ran again.

I shot two of my webs at a chair and threw it through the window in front of me breaking the window before I pulled the chair back in when I jumped out. I saw an arrow flying at me before I twisted my body allowing me to dodge the arrow which I was glad about.

I shot a web at a building and dodged the repercussions of the blast when the missile and arrow collided. _Hawkeye_ caught me afterwards so I was glad that I didn't fall because of this.

I felt _Hawkeye_ pull me up before I asked if he was chasing the _Beetle_ and he nodded which I was glad I was correct about and I kind of deserve that for leaving him first. I heard two shots and the breaking of glass behind us before I looked behind me to see the _Beetle_ which I informed _Hawkeye_ about before I saw _Beetle_ activate and shoot his right _Shoulder Missiles_.

 _Hawkeye_ told me to hold on as soon as one was shot so I held onto his upper arms when he pulled the bike up to dodge and turned into the middle of two buildings. I looked behind me when that happened and saw a missile still following us so I shot at it which was a bad idea because I wore it down making it short circuit which wasn't good.

I was an idiot for jerking from the shock of my _Web Shooters_ shocking me because the movement made the bike tilt and _Hawkeye_ fall off. I knew it was a bad idea to grab his arm with my bad _Web Shooter_ but if I use my other hand I'll most likely fall off and it wouldn't help anyone if that happened.

Because of this I grabbed _Hawkeye_ 's arm with my bad arm before I apologized to him when the _Web Fluid_ came out and oozed onto both of our hands. _Hawkeye_ told me to pay attention, I looked in front of me and saw the _Beetle_ which was bad for us.

"Sorry _Hawkeye_ , we're in a really bad situation because of me" I told him before I steered the bike to dodge the lasers shot at us before I pulled the bike up with one hand. I dived the bike down before _Hawkeye_ complained about being squashed being _Plan A_ which wasn't the case.

I used the force of the dive pull _Hawkeye_ up onto the bike to where he was up front and I had my right hand in the middle of us but to where the web wasn't touching us. He told me to steer before I told him that my webbing will dissolve when I tried to grab the arrow which _Hawkeye_ held up and away from me.

I tried pulling the arrow down when I saw that it was about to hit a streetlight but I was too late in pulling it down and it broke spilling a glue on us that I know won't come off soon. I looked behind me when my _Spider Sense_ was blaring in my ear and saw _Beetle_ way too close before I heard _Hawkeye_ tell me to lean to the left which I did.

We were arguing about what to do, me being on the side about getting away to assess our situation and _Hawkeye_ being the one who wants to get the _Beetle_ which won't happen if we don't work together right now. When I heard the _Beetle_ 's shots hit the back of the bike two or three times I shot at the _Beetle_ four times hitting him once in the eyes which I was glad I hit.

I heard _Hawkeye_ suggest we give him a better target and I saw he was looking at the _Bugletron_ which I nodded at saying that we do need to find him a target. _Hawkeye_ took us under the _Bugletron_ and through the metal beams that keep it there before I watched as the _Bugletron_ exploded from the missiles.

He told me to grab another arrow and that I was pulling while he was aiming, I was glad that I wasn't aiming since I can't aim a bow but I've never pulled one either. I pulled at the arrow surprised I was able to pull it back on the first try however I knew this was going to end badly.

I accidently broke it when I pulled back which I reprimanded myself for before _Hawkeye_ asked me to use my webs which I know isn't going to work and I was correct. He asked me how I ran out of _Web Fluid_ and I told him that that was another reason I use my _Spider Cycle_ before I motioned my head to the _Beetle_ who _Hawkeye_ saw before he pulled his bike up.

I asked _Hawkeye_ what we're going to do before he pulled the bike upside down and dived heading for the _Beetle_ before hitting him. He told me to jump when we were about to crash into the building and I did mainly because I had no choice.

I pulled him towards the building that the bike crashed into and held onto the edge of it before _Hawkeye_ said I was pretty strong for a 'string bean' which I understand completely. "Two reasons for that one of which happens to be proportionate strength of a spider" I told him before I told him that he has to wait a little while longer.

I started climbing when I heard Jameson talking about ' _Mighty Glue_ ' and heard _Hawkeye_ ask me if I could move any faster which I can but I don't want to use my powers in front of him. "Can't do that, someone can only move so fast carrying a certain amount of weight" I told him hoping I didn't offend him when I said that.

I reached the top and pulled him up trying to ignore Jameson when he was talking about the 'official menace to society' which I deserve. _Hawkeye_ asked me if Jameson's always this hard on me and I shrugged "I deserve whatever he says so I don't mind it" I said before I flinched when Jameson spoke again.

'I will not rest until I see that no good worthless spider freak brought to justice' is what Jameson said before I said 'like I said' before _Hawkeye_ brought out one of his arrows. He told me that as long as we got time he can try getting us out of this and I nodded before he told me that despite our situation I'm doing well before I told him that I think his arrows are working.

I heard something before I pulled him off the support bridge with me going off last before I heard an explosion above us and looked up to see smoke. I saw _Hawkeye_ grab a _Flag Pole_ stopping us from falling before I told him to swing his legs because I have a plan.

He did this before we let go and I made it so I would get the brunt of the damage when we fell through the multiple story building, I grabbed onto a cable and heard _Hawkeye_ ask if falling through a half-constructed building was my plan making me shake my head. "Actually my plan was that we could use something in here while I take much of the damage going down so you take little to no damage" I told him before we dropped down.

I heard the _Beetle_ before I saw _Hawkeye_ go right which I followed him in doing so I won't be dragged along. We stopped running after a while to where _Hawkeye_ was behind a pole and I wasn't, I didn't mind though because if I get hit at least he won't.

"We can use the _Blow Torch_ " I said when I saw the _Beetle_ pass us before I heard _Hawkeye_ say 'no' and I told him on my hand not his before I saw the _Beetle_ grab my wrist taking me and _Hawkeye_ somewhere. He flew us through a building and I kept getting hit in the face which isn't fun before he flew us through the building supports.

I kicked the _Beetle_ in the face before I heard _Hawkeye_ ask if this was part of the plan making me shake my head telling him that I'm improvising. When the _Beetle_ 's blade protruded I kicked him in the head again, I saw another support in front of us so I didn't move my foot hoping that the dust and such doesn't hit _Hawkeye_.

When we got out of the building I looked down to see that _Hawkeye_ had a wooden support in his hand when he asked me to swing him up so I did allowing him to hit to _Beetle_ in the face mask. "I was a bit hesitant to do that because we were in the air and still are so thanks for thinking that through" I told him when the _Beetle_ left and a pigeon landed in my hair.

We started falling before _Hawkeye_ broke a part of an arrow off before he asked me if I can shoot it with my _Web Shooters_ and I nodded before I pressed the button for the _Bow_. I shot the arrow at the ground because I remembered it to be the _Ensnarement Arrow_ before the net connected itself to the buildings below us leaving enough room between the net and the ground.

I asked him if we should get down and he nodded saying 'yes' before we got off of it before I pulled him back when I smelled the _Beetle_ on top of us and saw him to. I told _Hawkeye_ that the _Beetle_ was going to wherever he first found me and that I need to call Fury before I saw that my _Communicator_ was broken.

I was crouched down when _Hawkeye_ called Fury since I know he'd blame me for it and I don't think _Hawkeye_ wants him to know either, I figured this way is better because being farther away will make it seem suspicious. I asked _Hawkeye_ what arrow that's called before he asked me how we're going to get to the _Helicarrier_ quickly.

Time Skip: Calling a _Cab_

Three _Cabs_ passed us before one came up asking if I was _Spider-Man_ and I nodded, he told me he was a big fan before he told me to get in and I nodded. I don't think he'd want to go to _New Jersey_ though so I was unsure but got in anyway.

The driver wasn't paying attention to where he was going but didn't get into a car crash either so I guess I can be glad for that before he started talking about how I saved him from a car that was flying at him. He finally asked the question I was dreading the answer to and told him ' _New Jersey_ ' which made him slam the breaks.

The driver said he wasn't going to _Jersey_ before _Hawkeye_ flashed a red _Avanger_ 's card in his face telling him that he was which he finally agreed to.

Time Skip: the Warehouse in _New Jersey_

We went into the warehouse before we turned the pipe and I got scanned, when the door opened and we jumped down I let him sit on the chair while I leaned against the back of it. When the door opened the agents told us that the _Beetle_ was over there and that they were able to keep him cornered before _Hawkeye_ told them they did good work and the door closed behind us.

I saw six columns of smoke before I heard _Hawkeye_ tell me that we'll find him eventually and I nodded before I looked behind us and found him aiming a gun at me with a red sight on. I pulled my right hand and told him that the _Beetle_ found us instead, I saw the _Beetle_ shut his weapons down before he motioned for me to come here.

I did so knowing that we can't fight like this but _Hawkeye_ 's the one that wanted to earlier, I went to the other side of _Hawkeye_ to make it easier to hit him but he dodged easily. I went after him again trying to punch him but he moved my hand to where I'll hit _Hawkeye_ with my palm instead.

I felt _Beetle_ punch me in the nose before I grabbed at the ground making dents that I didn't mean to make so I wouldn't fall before I saw _Hawkeye_ get kicked in the stomach and I kicked _Beetle_ in the same place. We both punched him in the head before I was punched to the ground and _Hawkeye_ pulled me up.

We dodged an attack by _Beetle_ that was aimed at my head, we ended up with my left leg above _Hawkeye_ 's right knee and our arms that are stuck together on the back of _Beetle_ 's _Beetle_ got tired of it apparently and his blades protruded again before they slashed at us but we dodged before _Hawkeye_ and I moved in opposite directions allowing the _Beetle_ to get us unstuck.

I jumped out of the way of the missiles aimed at me as soon as we were free before I landed where _Hawkeye_ had the _Beetle_ on the ground. I moved my right arm on the side of my face stopping the _Beetle_ from kicking me there.

I was punched backwards after I did rapid punches that were ineffective before I saw _Hawkeye_ do the same thing except he lasted longer and did a variety of attacks before he was punched as well. I was able to watch that because I was getting ready to catapult myself using two cables, it's going to really hurt if I miss though and I really don't want _Hawkeye_ hating me for even more stuff.

I was able to punch him when I catapulted myself so I was glad about that since I made him go into the _Control Panel_ , that was the one thing I felt terrible about though. _Hawkeye_ told me that I had nice aim on that so I thanked him for that compliment.

Time Skip: _Beetle_ in a Holding Truck Outside of the Warehouse

Fury told us we did nice work before he left "you're really cool _Hawkeye_ so I'm sorry I caused so much trouble" I told him when Fury walked away. "We caught him so it wasn't too much trouble, and you're alright to _Spider-Man_ " he told me before I held up my left hand for a high-five and I was surprised he did it.

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 **A/N: Hello, I finished writing this at 6:06 P.M. on August 28, 2016. I was wondering if I can stop updating every Friday? I'll still keep writing during that week but I'll update more chapters every Monday to make up for it. Right now with this account and my other one I'm updating every day of the week sometimes twice or three times a day and Saturday is the one day I'm updating one story. So can you tell me if that's all right with you or not?**

 **I do hope you like this chapter and will continue reading, see you next Monday or on Friday depending on your answer to the question.**


	25. Sinister Help

**A/N: Hello, I do hope you like this chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Twenty-Five: Sinister Help

Peter's POV

I jumped as soon as _Power-Man_ almost punched me because of a training session that we need from all the ones we didn't do before. I swung around the torch that _Lady Liberty_ was holding as soon as I shot a web at it and landed on the papers that she was holding in her other hand.

I dodged _White Tiger_ 's attack when I heard her lunge at me from behind and did a backwards cartwheel when she clawed at me. I guess she got annoyed because I kept dodging when she cursed me for it which I can't really blame her for before I leaned backwards dodging the slash again.

I jumped up though when I saw _Iron Fist_ about to punch me as well saying 'prepare for your demise' which was stupid. I dodged _Nova_ 's blasts before I shot a web and swung dodging more before I swung on top of _Lady Liberty_ 's head where I saw _Nova_ hit the torch and fall.

'I'm doing terrible at leading this _Team Training_ _Exercise_ ' I thought before I dodged _White Tiger_ , _Iron Fist_ , and _Power-Man_ who were lunging at me and landed on the edge of the torch. "Dog pile never works try some combo moves" I told them before _Power-Man_ and _White Tiger_ threw _Iron Fist_ at me and I shot at the glowing hand pulling him so he can hit the part of the torch to the right of me.

I dodged _Power-Man_ 's punch and ducked at _White Tiger_ 's slash jumping before I side-sweeped her making her fall down. I jumped when _Power-Man_ lunged for my legs and jumped onto the torch when _Iron Fist_ tried punching me.

I probably shouldn't have dodged _Nova_ though, then again if I didn't dodge I would probably be in the pile with the others. I jumped down and told them to take five before I got a call from Dr. Connors and took it, he told me to come to _Doc Oc_ 's _Underwater Lab_ but I think he said come alone.

I asked them if they would come with me but _Nova_ said that he doesn't want to watch us 'spew nerd' all over ourselves and bolted. Ava said she has major homework, _Power-Man_ said to call us if I need them and I'm pretty sure I'll need them as soon as I get there.

I really need to get a handle on this or I won't be able to get help the next time I'm in trouble and they won't even come at all. I don't mean to sound selfish when I think that but it is true.

Time Skip: _Hudson River_

I dived into the _Hudson River_ and towards the _Underwater Lab_ wondering why Dr. Connors would hang out down here since I know whatever reason it is it isn't good. When I went inside I was walking down some pipes wondering where Dr. Connors is as well, I pressed a button on my suit retracting the _Diving Suit_ and heard my _Spider Sense_ blaring in my ear.

I ran and found Dr. Connors but I could sense something so I went only a smidge closer and saw a force field before I heard Dr. Connors told me to leave. I saw _Doc Oc_ and he told me that he wants to introduce his new associates which I guess is okay with me, I saw _the Rhino_ , _Kraven_ , _the Beetle_ , _Electro_ , and I'm guessing _the Lizard_ from how strung up Dr. Connors is.

 _Doc Oc_ called them the _Sinister Six_ which means I was correct about _the Lizard_ being part of the group before _Doc Oc_ pressed a button and _the Lizard_ was brought out. I jumped when _Rhino_ charged at me and when _Kraven_ twirled his double ended spear at me as well.

I jumped when he brought the spear down on me and stuck to a pipe above me before I swung when _the_ _Beetle_ was shooting at me and ended up landing in front of Dr. Connors. I was too late to dodge before I impacted with his tail and knocked backwards to where my next opponent was _Electro_ and I dodged his attack but was heading for _the_ _Rhino_.

I grabbed his horn spun around at a 180 degree angle and pushed off his back but when I landed I felt an impact with my right side before I was flying but I smelled metal and ammunition so that means _the Beetle_. I was thrown into the wall before I got up and rubbed at my head because I was getting an even worse headache than I had before, _Electro_ shocked me knocking me backwards.

I was held up sideways by _Kraven_ before I hit a graffiti wall worsening my headache but I shook it off when I got up. I jumped over _the Lizard_ when he was about to hit me with his tail dodging it but I couldn't dodge _Rhino_ 's horn in time.

Because of this I hit the pipe behind me bending it before I fell down in a sitting position against the wall, I looked up at _Doc Oc_ who said he questions my intelligence because I don't have my team with me. He told me that a _Team Leader_ should always have his team at attendance which I knew to be true which is why I asked them to come with me but they didn't.

 _Doc Oc_ told _the Lizard_ to remove my mask and show him who I really am so when he got close I dived under him and pushed my body to hit _Rhino_ with my feet so I can use the momentum to get myself out of there. I ran down the maze of tunnels before I shot two webs catapulting myself farther away before I did a zig zag and turned into the right tunnel.

I jumped onto a pipe before pushing myself off and flipped to where I was on a vertical pipe instead of horizontal one. I know I'm on my own on this which is why I didn't want to come here alone, I knew I would be in trouble if I came alone.

I decided to mess with them by telling them it's time to play and making it resound in all the tunnels, I heard _the Lizard_ say that my smell was everywhere so I asked him if it was a hygiene remark. I asked them how many members of the _Sinister Six_ it takes to screw in a light bulb, the answer was six because it takes four to hold down _Electro_ and one to put the light bulb into his mouth.

I was somewhat surprised to hear _Electro_ say that it works though, after a few minutes I shot two webs at _the Lizard_ because he was the first to arrive which didn't really surprise me. When he was against the wall I trapped him in webbing but I know it won't hold him for long before I asked Dr. Connors to look at me.

When he did he was about to say my name so I told him not to before I said that it was good that he was fighting it. He turned back to normal but I tried to get the device off the back of his neck before _Doc Oc_ appeared and pressed a button on his controller again.

I was shocked backwards by the device and onto a pipe my legs wrapping around it so I stayed on it upside down without falling. I looked up and just in time to before I jumped away from Dr. Connors turned _Lizard_ again dodging his attack.

Dodging didn't last long though because his tail wrapped around my left ankle throwing me against the wall by an archway. I pretended to be unconscious like I always do and listened to them argue about who would kill me.

 _Doc Oc_ said that the only prize here right now is my unmasking before _Kraven_ said that _the Lizard_ will be the one to do it. I was flipped on my back but showed no signs of being awake before I felt my mask being lifted up but it was put back down before I heard shocking.

Dr. Connors said ' _Spider_ is… my friend' which would've made me smile if it wasn't for more shocking noises and the fact that they think I'm unconscious at the moment. I heard _Kraven_ hit _the Lizard_ before _the Lizard_ hit him back with his tail for hitting him with his spear.

When they were starting to fight amongst themselves I decided to go and hang upside down and saw _the Rhino_ tell Dr. Octavius that he isn't _Doc_ 's whipping boy. I mixed their name with the three stooges saying ' _the Sinister Stooges_ in action' before I asked them if they were moronic enough to forget they came together to beat me.

I called out _Rhino_ more specifically calling him 'horn head' before he asked me if I was talking to him (1) making me sigh. "I'm pretty sure that's a yes because you're the only one with a horn on your head" I said making him angry for some reason.

He charged at me which wasn't good for them because I don't think they having _Diving Suits_ to actually handle the water pressure down here if _Rhino_ takes his horn out of the wall he jammed it into. The water came flooding in when it forced _Rhino_ to get inside causing _Electro_ to shock everyone except for myself because I wasn't even in the water or touching it.

Time Skip: _Hudson River_ Surface

I swam up to the surface of the _Hudson River_ with my _Diving Suit_ before I shot a web at the crate that was being lifted by a crane getting myself out of the water. The suit retracted before I shot another web to dodge the missile that _the_ _Beetle_ shot at the crate.

I was on a stack of crates before _Rhino_ charged into them, I ran up a black one before I did a backflip onto an orange one shooting a web and narrowly missing _Kraven_ who tried to slice and/or grab my ankle. I crawled up the bottom of the chopper I was holding onto and decided to use it to call my team since they won't answer their communicators,

"Hey I was wondering if my team would join me at my favorite lady, though I do hope they take the liberty to actually answer this time" I said before I shot a web at _Lady Liberty_ when I got close enough and spun around her. When I let go I made a parachute out of webs before a told a couple they don't want to be here right now when I landed and a *boom* was made and _the Beetle_ with the others appeared.

I heard _Doc Oc_ ask if I thought I could get away that easily making me shake my head before I dodged _Kraven_ 's slashes with a red hunting blade. I jumped backwards for the third slash before I jumped on _Kraven_ 's back using the momentum to push him on the ground when I jumped again.

I heard my _Spider Sense_ blaring again before I looked over my shoulder to see _Rhino_ who apparently wants to 'stomp me' before I jumped over him twisting in the air to shoot two webs at his back. When I landed I pulled him back before I heard _the Beetle_ behind me, I jumped in the air twisting to avoid the missiles he aimed at me that seem to followed me into the air.

I hit one missile at _the Beetle_ using _Spider_ strength making it hit _the Beetle_ before I leaned backwards to where the parts of my body above my knees were horizontal to the ground. I did this to dodge the two missiles that were shot at me from within the smoke making one hit _Rhino_ which I'm guessing he'll be angry at.

The other one hit _Electro_ who was about to hit me so it was advantageous for me before I dodged _Lizard_ 's tail that was about to hit me by jumping. _The Lizard_ charged at me before I put my hands on his head that was bent down when I saw his pupils were normal.

I told him he's a good man before I saw the device shock him again making me jumped backwards onto the base of _Lady Liberty_ when he started slashing at me with his claws. I looked up after I told Dr. Connors to fight it and saw _Doc Oc_ so I shot two webs at him but missed both times when he dodged,

The device shocked him again before he jumped at me before I front flipped off the wall to dodge him. I did a back flip to dodge _the_ _Lizard_ and another to dodge Dr. Octavius before I jumped and kicked him in the back making him shoot forward.

I glanced over my shoulder and slid under _the_ _Lizard_ when he pounced at me grabbing his tail before it was out of reach. I held onto it before I saw _Kraven_ running at me and decided to pull _Lizard_ by the tail and swing him to hit some of the opposition.

He hit _Oc_ who was slammed into _Rhino_ before he hit _the Beetle_ and slammed _Kraven_ into a wall. I dropped _Lizard_ 's tail when I realized it wasn't attached anymore before I dodged _Electro_ 's attack, _Doc Oc_ 's tentacle, _Kraven_ 's blade, and _Doc Oc_ 's tentacle again.

I dodged _Lizard_ 's claw by jumping to the side before I jumped up dodging four of _Beetle_ 's missiles which followed me again. I did two consecutive backflips to dodge the first one, a front flip at a 110 degree angle from where the first one impacted to dodge the second.

Jumped in the air to dodge the third but before I could even swing away from _Electro_ he shot me with electricity which I know caused a burn on my back. I envy those that see stars when they get hit in the head because I only see pain when that happens.

I was being held down by _Rhino_ who had my left arm, _Kraven_ who was holding down my right, and _Doc Oc_ whose tentacle is holding down my chest for some reason. I was glad when _Nova_ came by though because he saved me from getting revealed as Peter Parker "thanks _Nova_ " I told him before he let me go and I flipped to where I wouldn't hit my head on the ground again.

I saw _Power-Man_ punch _Kraven_ in the jaw making him fall on his side, _Power-Man_ asked me if I was okay and I nodded. "Broken bones healed already so yes, the only thing left now is defeating _the Sinister Six_ " I told him before _Iron Fist_ came down punching the ground cracking it to where most of _the Sinister Six_ fell.

 _White Tiger_ asked me what we should do so I told them to fight them alone which is what the members always do regardless, I didn't say anything more though before _Doc Oc_ told his men to destroy my team. I couldn't tell them to switch opponents when I saw _Power-Man_ fighting _Rhino_ , _Nova_ fighting _the Beetle_ , _Iron Fist_ fighting _Electro_ , and _White Tiger_ fighting _Kraven_ because I had to dodge _the_ _Lizard_.

 _Doc Oc_ told me I was leading my team to their doom before I jumped shooting a web at _Lizard_ 's head and pulling so he landed on his back. I told them to switch opponents but only _Power-Man_ heard me before I was slammed into a wall by _the Lizard_.

"Guys I mentioned this earlier but, switch opponents!" I told them glad that _White Tiger_ was fighting _Electro_ instead of _Kraven_ , _Nova_ was fighting _Rhino_ instead of _the Beetle_. _Iron Fist_ was fighting _the Beetle_ instead of _Electro_ and _Power-Man_ was fighting _Kraven_ instead of _Rhino_.

I shot a multitude of webs at _the Lizard_ when he charged at me tying him up with them before I heard _Doc Oc_ tell his men to destroy whoever was near them. He attacked me but I jumped back and then flipped over him when he attacked me a second time.

I told my team they were doing great before I dodged a tentacle by stepping backwards before I had to jump on the base to dodge two tentacles before I dodged another by jumping down the base. I told him that the things he tell his team must really work for them in a sarcastic tone before I told him that he has to hold his temper to hold Dr. Connors under his control.

Just like with Mr. Osborn though he shocked him to make him do what he wants too much allowing the 'hurt animal' to attack the one hurting it. I shot a web at the remote smashing it against the wall after because I don't like the thing.

When he said 'this isn't happening' I said 'it is' before I grabbed the four tentacles in my arms when I landed on his back pulling them out of their sockets. I saw Dr. Connors get up before I saw him push _Power-Man_ down when he tried to grab him.

I went after him before I dodged a _Civil Access Cover_ that he threw at us, I told _White Tiger_ and the others to watch them and call _SHIELD_ to pick them up as well as fill them in but I would get Dr. Connors. I jumped down the _Sewage Entrance_ trying to ignore the smell while I was chasing _the Lizard_ down the sewer, I told him we could get him help when he stopped at the edge of a fall before I saw him jump.

I shot a web at the ceiling and at _the Lizard_ 's right wrist, I asked him if he really wants to stay like this before I heard him say yes. I told him that I'm not gonna stop saving him before he cut the web and said 'then you won't stop saving' but he didn't say the 'me' part.

Time Skip: _SHIELD_ Hallways

Fury told me I did good work and I nodded before I told him that it was just not enough to save Dr. Connors. He opened a door and told me that my team and I captured the five most dangerous criminals that are now locked away for public safety.

"I am going to get the last of _the Sinister Six_ though since this isn't all of them" I told him and he said that never giving up is a leader's job. He told me there's always another day and I nodded before he left.

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 **A/N: Hello, I finished writing this at 1:46 P.M. on September 2, 2016**

 **1) That's similar to what Pumba says when the animals call him 'fat' in the** ** _Lion King_** **series.**


	26. Boston's New Hero

**A/N: Hello, I do hope you like this chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Twenty-Six: Boston's New Hero

Peter's POV

I was swinging and flipping in the air to dodge some food and bones before I landed on a _Streetlamp_ ducking when I saw a pedestrian throw a _Kitchen Sink_ at me which is a little overboard. I couldn't dodge the _Bug Spray_ though and it sprayed in my face making me fall off the lamp before a horde of pedestrians came after me.

James Jonah Jameson is apparently giving ten million dollars to whoever unmasks _Spider-Man_ first which is the cause for this fiasco right now and it annoys me. I jumped and spun forward in the air before I landed on top of a taxi, a horde was grabbing my suit again before I shot two webs at the _Streetlight_ above me.

I pulled myself up wishing I would've went back to memorizing the material for _SHIELD_ , for a second time, instead of doing rounds right now. I finished the work when I got home and before I started the rounds.

Time Lapse: Earlier Today, End of School Bell Rings

I was carrying fourteen books that _SHIELD_ told me to review when Sam was talking in my ear about some ' _Water Palace Adventure Park_ ' thing annoying me at the moment. "Can you _stop_ talking already Sam I don't want to hear about a stupid _Water Park_ " I told him growling the 'stop' part before I apologized for that.

I was wanting to get home so I can read up on ' _SHIELD_ _Strategy_ ' and ' _Team Dynamics_ '. Agent Coulson put ' _Eye on the Prize_ ' on top of my stack as well before telling me to read that to, apparently it's Director Fury's autobiography.

"Of course Principle Coulson, I was going to ask if there was anything else but I couldn't find you in your office" I told him before I headed home. When I reached the house I asked Aunt May where she was going and she told me that her Aunt Julia broke her arm while _Water Skiing_.

I asked her where she did that at because she's supposed to 105 and she told me that it was at the _Water Park_ that Sam mentioned earlier. "I would ask you if you wanted to go but you don't really like _Water Parks_ " she told me and I nodded before I told her to be careful.

Time Skip: Present

I flipped over the _Streetlight_ that I jumped over and landed on another one a little further from the one I jumped over. "Man these rounds are getting worse everyday" I said aloud before I heard a _Paperboy_ (1) say that the _Mayor_ of _Boston_ offers the _Key to the City_ to _Spider-Man_ if he relocates to _Boston, Massachusetts_.

I heard that when I jumped on top of his stand so when he said that I shot a web at the _Newspaper_ he was holding and pulled it towards me. I figured I could go to _Boston_ for a short while since they don't seem to hate me there before I had a _Butterfly Net_ on my head.

"Got to go _New York_ see you later" I told the people before I swung off to _Boston_ for a bit. I found a bus going to _Boston_ so I landed on it while I read the article that the _Paperboy_ was talking about.

Apparently they need a new hero but for some reason I'm thinking they already have one just not one that's out in the open yet. The _Mayor_ said that the new hero is _Spider-Man_ and I could tell he was a fan from the _Spider-Man_ icon on a blue triangle flag, the _Spider-Man Pin_ , and the _Spider-Man_ designed tie.

I'm only staying for a while maybe the weekend if the hero I think is there doesn't appear, I looked at the _Welcome to Boston_ sign and saw that there was another one below it. It had a red _Spider-Man_ insignia with the word ' **NEW** ' in white and the words ' **HOME OF THE AMAZING SPIDER-MAN** ' in black on a pale yellow sign.

I landed on the ledge of a building where saw a _Gazebo_ in the middle of a park where a crowd was saying ' _Spidah-Man_ ' which I'm guessing is because of their _Boston_ accent which doesn't bother me so much. This was new though so I was a little nervous about it before my _Devil Figment_ and _Angel Figment_ appeared, the _Devil_ one saying that this is what I was wanting but that wasn't entirely true.

I did want _New York_ to appreciate what I try to do for them but I don't really want them to 'love' me since I have my Aunt May and Tony who have those feelings for me. For some reason they both agreed on something which was to go down there so it was odd since I think that happened once before but now twice.

I decided I might as well because I decided to before I got here and swung down there where the _Mayor_ was at a podium making everyone cheer. The _Mayor_ put his left hand on my left shoulder and told _Boston_ that he introduces the city's very own super hero.

"Thank you sir" I told him before he handed me the key which I held up with my left hand, I was asked by the _Mayor_ to say a few words and I nodded. "Anyone can be a hero as long as you try your best to help others, I hope you take this to heart _Boston_ " I told them and for some reason they cheered which I was happy about.

Time Skip: in a _Spider Limo_

I was in a red and blue customized limo telling the _Mayor_ that this is a weekend trial thing as I sipped one of the box drinks he offered me. He told me there weren't any _Super Villains_ here so I asked why he needs me but it was a stupid question because over half the world cares mainly for money.

He told me it was for money which is why I think _Greed_ is in everyone just like it is in _New York_ before I saw a _Bill Board_ that had me on it with the letters ' **HE** ' on the left of the pose in white letters and ' **RO** ' on the right in white letters. He asked me if it was 'wicked' before he said the new revenue allows the city new improvements and a _Spider Cave_ which is something similar to the _Bat Cave_.

When we arrived there the tech was really cool, there was a _Spider-Copter_ , _Spider-Tank_ , _Spider-Inline Skates_ and _Spider-Pogo_ _Stick_ which I didn't get the point of having them. "It's beautiful but who made it?" I asked the _Mayor_ but he didn't answer and just said that I also have a butler which I didn't want either.

"Hello" I said before he asked me if I wanted some _Boston Baked Beans_ or _Boston Cream Pie_ but I told him 'no thanks' and swung to the seat of a _Spider-Plane_ that looks like the first plane made by _Kawasaki Heavy Industry_ in _Sohara Village_. "So who was the one who made this stuff you never answered me" I asked before a kid who was right beside me said he did scaring me out of the plane.

I flipped in the air just in time to land on my feet though before he used a _Spider-Hover Board_ to stop in front of me. The kid with the short, slightly messy, orange hair was introduced as Ollie Osnick one of _Boston_ 's most brilliant high schooler and an expert on all things ' _Super Hero_ ' apparently.

I thanked him for the idea of bringing me here and told him his tech skills are really good. I held out my right hand to him for a handshake and he grabbed it with both hands, he told me he's been waiting for this day for a long time since he first saw me in action, that made me blush so I was glad no one can see it behind my mask.

He told me ' _Webby_ ' won't let me down before I told him he might need to come up with better a better name that goes with his tech skills. He told me that was noted before he jumped back and came up with different names like ' _Spider-Lad_ ', ' _Arachno-Boy_ ', ' _Lil'thwipper_ ' and told me he made a long list of _Spider-Man_ _Side Kick_ names.

He seems like the hero this place needs more than me so I might as well give him a reason to show me more of what he can do to actually protect this city when there are _Super Villains_ that pop up. I don't want to do this but if he shows me that he can protect this city on his own I'll tell him why I did this in the first place.

I walked up to him and crouched down to be eye-level with him "Ollie you did great work, as I said earlier, but you need to leave I don't need a _Side-Kick_ " I told him before the _Mayor_ pushed him away. The _Mayor_ told me that I can start work after he shows me the _Spider Clam Boat_ , I smelled _Mildew_ , _Pride_ , and _Metal_ which means that Ollie's going to become a _Villain_.

He was going to become a _False God_ , or _Idolater_ , more specifically from the _Mildew_ and _Pride_ smell. 'Show me what you can do kid, be mad at me and show me you can fight to defend this city as a _Villain_ and you can take the spot as this city's hero' I said in my head as the _Mayor_ showed me the _Clam Boat_.

Time Skip: Purse Thief

I heard an elderly woman say that some guy stole her purse so I used my tank that Olly made when I saw a _Policewoman_ about to get ran over. I shot the webs to stop the car from moving making a ramp before I pressed another button shooting webs at the car that went flying from the ramp.

The webs that were shot made a web in between two _Streetlights_ stopping the car when it landed in the middle of the web. I got out of the _Spider-Tank_ not really liking it all too well, if it was in a larger landscape than maybe it would have better uses.

This _Tank_ though as well as the fact that there was no commotion for the thief to use as cover made the perfect distraction for four _Policemen_ , two males and two females, to surround the thief. I looked around when I got back in the _Tank_ and said aloud that _Boston_ 's beautiful, that was all I said out loud though because what I said after was something that made no sense for me to be here for.

I saw nothing wrong with the city besides small crimes and beautiful scenery so I don't see why they need a hero or revenue. The _Police_ can handle small crimes on their own while the city doesn't seem to need more improvement.

Time Skip: _Bank_ Robbery

I shot a web at a stolen item that the female thief dropped when she tripped with the _Spider-Copter_ that Ollie also built, when he shows me that he's hero material I'll tell him what I've figured out about his vehicles. I turned the copter upside down and cut the web that held the item it caught dropping it into the _Bank_ _Clerk_ 's hands before I landed.

I grabbed out a notepad and pen when I was in front of a holding/transport _Police_ vehicle and wrote down what I've found out so far about the vehicles I tested out so Ollie can make adjustments if he still wants them.

Time Skip: _Night Time_ Stolen Transport Car

I shot at the back of the holding/transport car with the _Spider-Pogo Stick_ that I wasn't sure if I was even going to use. It did stop the car from hitting a family of three, one being a baby in a stroller, and went after the criminal after he got out of the car.

I was able to get in front of him long enough to get to a _Telephone Booth_ and hold out the _Booth_ 's phone when he was looking back to try and find me. The phone knocked him out long enough for the _Police_ to arrive after I webbed him up.

Everyone was cheering my name and I couldn't wait for this _Weekend_ to end or for Ollie to show up, I know this town doesn't have _Villains_ so I know these guys are going to show up with Olly. I didn't smell _Metal_ or the _Paper_ I had earlier on him until now though so they haven't met yet.

Time Skip: _Spider Cave_

I was getting tired of _Boston_ and wondering when Ollie's going to show up, while I was here I also got money for when I return to _New York_ and it's busted up because of a _Villain_ or something while I was gone. I got ten thousand I think for every _News Show_ I was on given to me by the _News Company_ and _Police Force_ combined.

I was glad that they had ' _Eye of the Prize_ ' here though because I was bored and waiting for Ollie to come by and show his potential to this city, besides his tech. "I have to get back soon come on Ollie, by the way Chuck? You don't have to stay by my side if you don't want to listen, I'm just talking to myself" I told him before he placed the tray of food down on the table in front of me.

I got a call from Aunt May so I answered it and heard her tell me that she has to stay a few days more but I heard kids and splashing in the background. "Aunt May if you wanted to relax or stay at a _Water Park_ you could've told me and it's fine if you stay there longer" I told her and she apologized before thanking me.

Time Skip: _Morning_ , _Day 2_

I was swinging when I said 'hello' to _Boston_ who returned the greeting before I turned a street and a teen girl with long black hair asked for a high-five so I slowed a little to not hurt her hand at this speed when I complied. I landed by a statue of a man on a horse in the middle of the park looking around "where are you Ollie? I have to get back to _New York_ soon" I said aloud when I looked around.

I heard and saw nothing before I said that and I heard my _Spider Sense_ say that a _Villain_ was about to punch me so I jumped back swinging to the _Gazebo_ so I could, potentially, see how many are coming. There were three apparently, a silver-armored one with a _Pilgrim_ _Hat_ , a maroon suit wearing girl with long brunette hair and a black and maroon face mask, and a _Patriot_ armored one with a _Patriot_ _Hat_ on.

They all smelled of _Paper_ and _Rotten Eggs_ from a _Sewer_ , which means that they're working for Ollie and are _Furies_ , I was glad that Ollie was making a move though. The silver one told me that their the _Boston Terroriers_ , I think they need a better name though, before I felt a tugging on my leg and saw a black and white _Boston Terrier_.

The _Silver_ guy's named _Plymouth Rocker_ , I just realized he's wearing a brown cape like thing, the girl in the maroon's called _Salem's Witch_ , and the _Patriot_ one is _Slam Adams_. They're all named after something or someone in _Boston's History_ and one was in the present, I think.

They seemed to have forgotten their name so I said it for them, I definitely know this is Ollie's work now from the names and that they forgot their own team name. I jumped in a backflip to dodge the _Silver_ from _Plymouth Rocker_ since I don't want to get caught in that punch.

I was, however, caught in the aftermath of it so I shot a web and swung before I was hit with whatever _Salem's Witch_ uses as a weapon before I started dodging her attacks. I noticed their smell a while ago from the ones who I got last time as the Purse Thief, the Robber, and the Car Jacker that smelled of the _Rotten Eggs_ of a _Sewer_.

I stopped on top of a _Lamp Pole_ at the side of the road before I was shocked by _Salem's Witch_ again except it was red electricity this time making me fall off the _Lamp_. I dodged the shield that _Slam Adam_ 's tried hitting me with by rolling over before he picked me up and threw me.

I was glad that _Plymouth Rocker_ didn't rip my suit when he punched me otherwise I really don't want to tangle with him out of all of them. I was hit high in the air so when I started falling I braced myself for the ground before I was, surprisingly, caught by the people of _Boston_.

"Thanks everyone" I told them before I swung and dodged some of their attacks, I turned into an alley and jumped up the wall onto a different building at the end of the alley way. "Nice job Ollie your tech skills are really good, you need work on your naming and originality though" I said as I saw _Salem's Witch_ head the opposite way of me.

I was glad I didn't drop my notepad because I wrote down the stuff Ollie needs to change a bit when he becomes the city's hero. I heard my _Spider Sense_ go off and shot a web before I tried to swing on it but I was thrown by _Plymouth Rocker_ after he grabbed my left ankle.

I wasn't able to stop myself from hitting the building so that hurt a lot and I think it broke my nose which isn't good for me. I landed on the ground glad I had enough reflexes to land on my feet before I got a call on my _Communicator_ , I picked up and saw the _Mayor_ on the other end.

He told me to watch what I'm smashing and I nodded before I dodged a punch from _Slam Adams_ when my _Spider Sense_ went off. I did a backwards cartwheel as a dodge before I punched him but it did no good so when he circled around I did the same before I jumped over him.

I felt bad for the car when it was hit instead and shot at the left part of _Plymouth_ _Rocker_ 's chest plate before I jumped and swung around him to web him up in the process. I used him as a shield when _Salem's Witch_ tried shooting me next before _Plymouth_ said that this isn't fair.

I threw him up while telling him that three against one _isn't_ fair before I shot two webs at him and swung him like a bat knocking the other two down in the process. My _Spider Sense_ was blaring again before I jumped back narrowly missing the silver colored iron legs before I saw a blue, black, and silver version of the _Iron Spider_.

He grabbed me with his legs and pulled me towards him before he introduced himself as _Steel Spider_ , a better name than what Ollie has come up with before so I was glad about that. I dodged the multitude of attacks before I jumped a farther distance away than before and jumped backwards again when Ollie jumped closer.

I swung before I landed on a cream colored building when I heard him say that I should go home because this city doesn't need me. "Show me you can protect this city and I will, _Steel Spider_ " I told him finally able to smell that it is Olly in that suit.

I shot a web at the ground in between two lamp poles to stop the falling rocks making a note to tell him that 'we can protect ourselves but patrons can't' like I told my team when they first did that. I told everyone to get away from here before I saw the glass cracking beside me and jumped away shooting a web at a ' **BEANS** ' sign and landing on top of the building before I was shot by _Salem's Witch_ again.

I turned around but that was a stupid thing to do because I got punched in the face by a familiar metal knuckle knocking me into the part of the building that I think leads to stairs. I was rubbing at my head when _Steel Spider_ decided to pick me up by my head again, the others took off the tech and masks showing me who I thought they were earlier.

He told me that he broke them out of prison and fitted them with his latest tech which doesn't surprise me, I asked him why he would do that before he told me that they were some of the few people who hate me as much as he does. His mask retracted before he said 'no one likes to be unappreciated' which made me smile under my mask.

"I said that because I wanted you to show me if you can protect this city on your own so you can be the city's new hero" I told him and he seemed surprised before he let me down. "Yes I mean that Ollie, I mean _Steel Spider_ , I wasn't planning on staying long and I could tell that you would be a good fit for the position I was offered but I needed to see what you could do before then" I told him when I took out the notepad.

"I've been testing the tech you made to give you advice on what to change if you did show you can protect this city so here, wait… here" I told him handing him the notepad after I wrote down what I intended to write before now. "So you did that so you could see what I could offer this city?" he asked me and I nodded.

"If I couldn't tell from the suits and the names as well as the fact the _Mayor_ told me that there aren't any _Super Villains_ here I would've thought they were after me for the ten million reward for unmasking me" I told him before I realized I shouldn't have said that. The one who was called _Slam Adams_ asked me if the only way to get the reward was to unmask me and then told Ollie that he didn't tell them that.

I asked if they don't get _New York_ news here and they didn't answer so I figured they don't which was great if I was even allowed back here after this. Ollie went in front of me saying that they should stay down because that's not what they agreed to before I grabbed Ollie and swung away from the blast from _Salem's Witch_.

I swung through the city with Ollie after I let him go and he went with me. He told me he was sorry for this since he didn't mean for things to get this out of hand and I shook my head at him asking him if there was any way to shut them down.

He told me that there are _Shutoff Switches_ on their armor so I asked him where when we dodged the rocks _Plymouth_ threw at us, he told me where and I told him that he should've put them in easier places to get to or on a controller that's hard to lose. We went back to the building where we were at before and he stepped on _Slam Adams_ ' head when he tried to get up before the others joined us.

I dodged _Salem's Witch_ attack and saw that Olley needed help so I swung over to him before I deactivated _Slam Adams_ by pressing the buttons on the under arms of the suit. The two fell so I followed before I dodged _Salem's Witch_ 's shots by swinging before I turned around after she asked me what the three could do with ten million but I didn't answer because if I did I don't want to insult anyone by saying it.

I shot a web at her before I swung her in a circle and let go so she was being thrown the way she came from. I heard _Steel Spider_ say he has her before he pressed the button on her right heel with his _Spider_ _Leg_.

I flipped in the air before I landed to the right of _Steel Spider_ when _Plymouth_ said that with two down there was more money for him before he threw a car door at us. I ran and then slid under him before getting up and kicking his butt where the button was before I went over to _Steel Spider_ giving him a high-five telling him he did nice work.

"What do you do next time you make _Armored Suits_ for _Villains_ or even for yourself and they go out of control?" I asked him and he told me that _Voice Activated Shutoffs_ are noted before we went to the top of an orange building to watch them get put into a _Police Transport Vehicle_. Ollie asked me what we do now and I told him he becomes the new hero as long as he does things right this time and, for the future, talks to people about what he thinks of something.

"I'm going back to _New York_ with the 30,000 that I earned here and if the city got damaged I'll use that and whatever else to pay for the damages that was caused from my absence" I told him before he asked me why I have to leave so soon. I told him 'I just said why Ollie' before I told him I'll visit sometime if _Boston_ doesn't hate me for causing a lot of damage to the city.

Time Skip: New York

I heard Jameson say that he had to take back the reward for _Spider-Man_ 's unmasking, not because of the decline in ratings, before I got a call from Aunt May. I picked up the call before I asked if she was home yet and she told me she just walked in and said that she missed me terribly and that her Aunt was getting on her nerves before she asked if I wanted _Chinese_ for dinner; "As long as there isn't any _Clam Chowder_ it's fine, see you when I get home" I told her before I hung up.

"Missed you guys most though" I told my team before I turned around and heard _Nova_ say that he hopes someone recorded me saying that. _White Tiger_ told me that I seemed to have had a good time in _Boston_ making me shake my head at them.

"I found a new _Hero of Boston_ while I was there similar to me and he's called himself _Steel Spider_ , I fought _Villains_ he made with him, and taught him some things but that was it" I told them not wanting to tell them the boring stuff. "By the way since it seems I don't need to pay for damages to the city while I was gone so I have something for you guys when we get to the house" I told them before _Iron Fist_ told me that Agent Coulson needs to give me more homework.

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 **A/N: Hello, I finished writing this at 8:10 P.M. on September 2, 2016.**

 **1) I'm sorry if the job isn't actually called this because I wasn't sure when I wrote this so I asked my dad and he said it was called a Paperboy so sorry if I got it wrong.**


	27. Familial Carnage

**A/N: Hello, I do hope you like this chapter and will continue reading. Which by the way heads up as well as Spoiler Alert for this chapter Carnage looks different from in the Cartoon because of being Cerberus as well as Spider-Man. Also I am going to be updating three to five chapters of this story every Monday.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Twenty-Seven: Familial Carnage

Peter's POV

I started my _Spider Cycle_ wondering what's going to happen today before I flipped in the air when I rode the bike of the building and I pressed a button on my _Wrist Communicator_ that had my _Spider Cycle_ shoot webs on either side of it. I landed on the bike glad that the _Bugletron_ is out for a while before I heard birds chirping which was weird for the start of a day for me.

I swayed my _Spider Cycle_ to the side when my _Spider Sense_ blared and saw a winged electronic device explode where I was just at on the building. There were three more of those things exploding in front of me before I made the _Cycle_ jump over the edge of the building hoping that I'll land on the other one in front of me because of the smoke.

I was glad I landed before I saw three more of them heading towards me and realized they're exploding bats before I let go of the handles when I went onto the other building without having to jump. I skidded the bike to a stop seeing one the bats I saw before explode and the other two heading for me before I went off the building to hopefully avoid them.

I pressed the _Cycle's Autopilot Button_ and shot a web swinging to find where they're coming from before I swung past a bat and shot at it after I dodged it. I let go of the web dodging the others before I twirled my body so I can dodge the other three I was falling towards.

I shot a web when I passed them and swung knowing there's just one more behind me that didn't explode before I shot a web at the one in front of me and pulled it so it hit the one behind me. The aftermath of the explosion, I miscalculated the distance, knocked me back into the _Bugletron_ that's out of commission but I front flipped and landed on it to where I didn't damage it.

After a few seconds I heard a loud voice in my ear when JJJ came on the air saying 'the antics of the wall crawling menace…' was all he said before I dodged a grenade that was aimed at me that my _Spider Sense_ warned me about by jumping off the _Bugletron_. I ended up jumping to another sign because of the aftermath of the explosion again before I tried to find the one responsible knowing it was _Green Goblin_ from the smell before I saw him come out of the smoke.

He told me I never call and I never write before sending two missiles at me and I pulled myself over the sign pushing off so I wouldn't get hit by them making the sign get hit instead. Two more missiles, the second that exploded, caused me to fall off the building while I was running before I shot a web at a building so I wouldn't fall to the street below.

I swung around corners and buildings hoping to lose him for a bit before I let go. I landed on a truck before I stood up and turned around asking him what he wants today before he told me that today's a special day and that he wants to make sure I don't spoil it.

I suggested it was 'take your goblins to work day' and he told me I was surprisingly close which I did not like the sound of before he threw a sphere at me. The sphere ended up breaking in half before it showed me a cord connecting the ends before I jumped out of the way when it almost hit me making it slice a corner of the truck I was on.

The truck crashed into a building before I landed on a truck that was smashed in the front by the corner that was cut off which I feel bad for but I couldn't have stopped it from being sliced. I shot some _Web Balls_ at _Goblin_ when he headed towards me stopping him for a second before I jumped flipping onto the _Spider Cycle_ that came right on cue.

Because the _Cycle_ used the ramp that was connected to the truck I was able to make it run into _Goblin's Hover_ thing making him run into the _Bugletron_ behind him. I turned my _Cycle_ around and pressed a button on it allowing it to shoot a web at _Green Goblin_ before I took him out of it hoping _Centripetal Force_ won't let me down when I spun my _Cycle_ to where it made _Goblin_ slam into a building.

I jumped off my _Cycle_ when a bomb was thrown through the smoke blowing my _Cycle_ up before I slowed myself down when I was sliding on the road. _Goblin_ told me my antics grew from amusement to aggravation before he shot a missile at a column that held a building up.

I shot a web at the building and pulled so I could get there faster before I told everyone to clear out when I shot webs at the column that was unstable from the explosion. The ceiling was starting to crack when I went over to the crowd of screaming people I shot webs at it hoping to stall it from collapsing for a little while longer.

I saw a little boy trip when I told everyone to leave and then the mother hugging the child to her chest when a part of the building was about to fall on them. I ran over and held up the part that was about to fall on top of them telling them it's going to be fine before I told them to run, I heard the _Goblin_ say he's got a 'family matter' to attend to before the ceiling collapsed on top of me.

Time Skip: Sometime Later

I was glad that there was space from when the ceiling fell as well as some light from the surface meaning I could breathe and heal from the fight. I saw some rocks falling before I covered my head in case some fell on me before I saw even more light from my team digging me out.

 _White Tiger_ held out her hand for me and I grabbed it before she pulled me up, when I was out of the hole I thanked her and the others before I told them I almost had him. _White Tiger_ told me I survived two whole minutes with the _Goblin_ which was, for many, a win.

"Maybe, but from what _Green Goblin_ said I'm worried for Harry which means we have to hurry" I told them before _Nova_ told me that I can't trust anything the _Goblin_ says because he's crazy. _Power-Man_ asked me if I have a plan for when that happens so I told him I would improvise when or if I have to fight him again before I told them they follow in the shadows while I stay with Harry.

 _White Tiger_ asked me if I was sure I should do that because I haven't hanged out with him in a while and because he hates _Spider-Man_ so I told her that I can at least try to fix it if things get awkward.

Time Skip: With Harry the Next Day

I was in Harry's limo and as _White Tiger_ warned it was awkward "sorry I haven't hanged out in a while Harry, I've been busy with everyone in the house now" I told him before I saw him shrug. I was wondering what to ask him but not really sure because I don't really know if _Goblin_ is after him or someone else but it's better to stay on the safe side.

He asked me if I came to tell him about his dad and I shook my head at him since it wasn't, I took out a box I gift wrapped that had a _Pandora Best Friends Scroll Bracelet Charm_ in it as well as a _Saint Anthony's Bracelet_ that the charm goes on. "I came because I got you this, I got paid for the job I'm working at and bought you this with the money, I hope you'll take it" I told him giving him the silver colored wrapped box.

He took the box before putting it on the ground by his feet thanking me for it before he looked out the window. My _Spider Sense_ went off so I unbuckled before grabbing Harry's shoulders telling him to get down when the car started to spin and then stopped.

We both looked up when we saw metal fingers pull up the top of the car, _Goblin_ appeared greeting us before I told Harry to run when I kicked the door on my side open pulling him out. I forgot my suit but I can't grab it now so I didn't look back when I ran with Harry away from the road and into an alley.

I was wondering where my team was at when I saw the _Goblin_ and heard him laughing before I saw _Nova_ 's laser hit the wall in front of my face. I looked over and saw my team sighing when I heard _Power-Man_ almost say my name and then say 'that random kid who we don't know personally' which was stupid of him.

 _Nova_ decided to add to it calling me random, defenseless, and wimpy which I scolded him by saying that he had me at random before I saw _Goblin_ throw three _Pumpkin Shaped_ things that trapped _White Tiger_ in a green see-through bubble. Before I could see if the other devices trapped the rest of my team Harry pulled my arm and dragged me down the alley.

We reached a dead end before he started trying to open a chain fence gate but gave up and ran to see if there was another way out. When he wasn't looking I jumped on the wall, pushed against it, turned in the air, and pulled down the ladder that was above me.

I told him to come on when it was down before we climbed up and jumped over the edge of the building where the stairs stopped and ran in between the trucks that were there before Harry stopped. Harry told me to stand back before he told _Goblin_ that it was him he wants which ended up not being true like I feared happening.

He approached me after he slammed Harry into boxes that were lining the wall before telling me he wants me and reached out his hands. I tried moving out of the way but was too late and got shocked when both his hands were on my shoulders.

I blacked out but when I came to I found myself strapped to a _Testing Table_ before I tried to get out which was futile. I saw the _Goblin_ walking towards me before he told me 'welcome home son' which was something I thought he stopped calling me a long time ago.

I told him to let me go before I asked him why he started calling me 'son' again so he told me that I was the son he's always wanted before telling me Harry and him share a few recessive genes but nothing more. He told me I was smarter, more driven, and as a wimpy and defenseless kid I'll appreciate the power he'll give me which won't be true.

He told me that I'll be even greater than the late, but great, _Spider-Man_ before injecting, most likely, _Venom_ into my wrist. "Did you just inject _Venom_ into my blood?" I asked him before he told me he did and I felt it covering my body.

Third Person POV

 _Venom_ covered every part of _Spider-Man_ 's body before splotches of green and purple appeared, his eyes were purple, and the outline of his eyes turned green. Half of his body had purple the other half green while spikes protruded and retracted making _Goblin_ take a step back.

When the transformation was done the creature screeched ripping off the binds on its abdomen after getting his arms free and then ripping the restraints off its legs. It ran from the _Testing Table_ and jumped on the shelves breaking them when they couldn't hold its weight before it dropped and green and purple lines wiggled from the top of its shoulders when it stood.

It jumped on to one of the screens trying to climb it before falling and bringing the screen that had James Jonah Jameson talking fall with it before running at _Goblin_. It attacked but _Goblin_ kept dodging before he stepped forward and thrusted his left hand making it glow before telling the _Symbiote_ to obey when it jumped backwards breathing heavily.

 _Goblin_ said it was perfect before telling it to look at the carnage it brought holding up his left hand saying that he likes the word 'carnage' looking at the screen on the ground showing _Spider-Man_ being freed from the rubble. This news angered him so he stomped on the screen breaking it before he told _Carnage_ to find _Spider-Man_ , rip him to shreds, and bring him to him so _Carnage_ can be a part of his family.

Time Skip: Harry's House _SHIELD_ Agents Everywhere

Director Fury asked Harry if he knew why _Green Goblin_ took 'the Parker boy' before he shook his head saying he didn't know but that _Goblin_ was after Pete specifically like he wasn't there. _White Tiger_ suggested that he went after _Goblin_ before _Iron Fist_ held up Peter's bag with his suit in it.

 _Nova_ suggested that the _Goblin_ knows about Parker's 'icky, sticky side' before _White Tiger_ said that it was an _OSCORP Spider_ that gave _Spider-Man_ his powers so he could think of Peter and _Spider-Man_ as his 'son'. Fury told Harry that he doesn't have to worry because _SHIELD_ will take care of everything before Harry looked behind Fury to see something in the distance asking what it is before walking up to the window.

Fury asked if he was alright before following him, _Iron Fist_ told everyone to stop and look at what Harry and Fury are doing by the window and they complied. _White Tiger_ asked how many costumes _Spider-Man_ has while _Carnage_ swung with his tentacles before Harry said that it's not _Spider-Man_ before backing away.

 _Power-Man_ asked how many people Harry knows that swings by web before he remembered that _Venom_ does as well, Harry whispered ' _Venom_?' in a hushed and shocked tone before _Carnage_ busted through the window. _Carnage_ 's tentacles wrapped around a column before pulling it down as it screeched causing smoke to cloud the room.

Tentacles grabbed an Agents before it attacked one and then threw him up and back down taking an escaped Agent by the foot and pulling him back into the smoke. When the smoke cleared you could see _Carnage_ holding Fury up with two tentacles as he shot him repeatedly just making him throw Fury at the door causing it to crack.

 _White Tiger_ put her hand to Harry's chest pushing lightly to where he would back up and _Power-Man_ said that it's not _Venom_ , Harry told them it's the _Symbiote_ before exclaiming Pete's name. _Carnage_ shrieked again before sending two tentacles at the group while _Power-Man_ held up a table shielding them before three tentacles did the same but attacking Harry instead.

 _White Tiger_ pushed him out of the way getting pieces of hair cut off from where the tentacles touched her before Harry gasped looking at _Carnage_ as it jumped, zig zagged, and pounced making two tentacles attack where _White Tiger_ was before she had back flipped to dodge. When _Power-Man_ punched many tentacles appeared on its body allowing him to raise itself up without damage surprising the group before it went high enough to stay on the ceiling above.

The tentacles retracted all the way before two attacked _Nova_ who was trying to get near him slamming him against a far wall cracking it before he fell to the ground. _Carnage_ dropped from the ceiling on all fours before two tentacles came out attacking _Iron Fist_ who pushed them away getting close enough to kick _Carnage_ in the face knocking him back but didn't faze it.

 _Carnage_ ran forward pouncing on _Iron Fist_ making him hit the ground before he punched it making _Carnage_ twirl in the air before ten tentacles all together spread out to the ground, the walls, and the ceiling keeping him in place like he was at the center of a web. _Iron Fist_ said that this _Venom_ seems more… different but he couldn't find the right word for before _Power-Man_ was stopped running up the stairs by _Carnage_ who shot two tentacles at the wall in front of him pulling itself into it causing dust to fall.

When _Power-Man_ pinned _Carnage_ to the ground ready to punch him he backed off when spines protruded from _Carnage_ 's body saying that he's pointy before he was kicked off by _Carnage_. _Nova_ started shooting at him before _Carnage_ jumped onto the railing in front of him and leaped but missed when _Nova_ ducked under it.

 _Nova_ said it was 'peppier' before two tentacles attacked him pushing him into the brown couch below because he wasn't paying attention to the opposition when he spoke. Despite being beaten down _Nova_ suggested a bit too much caffeine before _Carnage_ flipped over the railing landing on all fours and skidding to a stop when he slid before going after _White Tiger_ who ran.

 _White Tiger_ jumped on the wall in front of her before pushing off going over _Carnage_ who skidded and sent two tentacles after her which she sliced at over and over again. _Carnage_ pinned her to the ground for less than a second before she kicked it off, _Carnage_ flipped in the air before landing on the wall with four limbs making a mix between a hiss and a growl before _White Tiger_ ran and he jumped down.

 _White Tiger_ told everyone, more specifically _Nova_ , that the _Goblin_ just improved on the last formula before they all jumped when _Carnage_ leaped closer. _Iron Fist_ tried to punch it but before he even got close two tentacles grabbed him when they protruded from _Carnage_ 's back.

 _Carnage_ swung _Iron Fist_ back and forth before slamming him against a line of bookshelves before running after _Power-Man_ and grabbing both wrists with two tentacles before landing on his chest and pushing back so the wall behind him cracked. _White Tiger_ lunged at _Carnage_ making him fall backwards before he kicked her making her slide and almost hit a bookshelf before she caught herself and pushed at the ground making it so she landed on the bookshelf instead.

The bookshelf was destroyed anyway when two tentacles came at her and she dodged but the bookshelf paid the price by being sliced in two before the tentacles wrapped around it and tried to hit _White Tiger_ hitting their target. _Carnage_ dodged the shots _Nova_ aimed at it before wrapping four tentacles around his body keeping him meters from _Carnage_.

"No!" Harry yelled getting _Carnage_ 's attention making it throw _Nova_ away before four tentacles tried attacking him but Harry yelled 'stop' making them stop not far from his hands that were held in front of his face. _Carnage_ and Peter were both confused before Harry stepped closer saying that he told them to stop and that _Venom_ knows him before _Carnage_ hissed but the tentacles came closer to Harry's hand.

Harry's voice dropped when _Venom_ spread over his body when he said 'we're family' after saying in a normal tone that they're friends. _Carnage_ swiped at the tentacles breaking the tentacles that Harry had a hold of before it went to him through _Carnage_ 's arms as Harry held his neck pushing _Carnage_ to the ground.

As soon as all of Harry's body was covered in _Venom_ Peter was set free taking in sharp breaths.

Peter's POV

"We are _Venom_ , and we are going to end this" I heard _Venom_ say when I tried getting up, I got up as soon as _Venom_ turned around and ran after him when he ran out the broken window. I told him to stop but he was too far away before I told my team to tell Fury while I take care of 'family matters' before I went to change into my suit.

I swung following the smell of _Venom_ before I caught up landing on _Venom_ 's back and told him he did great work before I was slammed into a nearby building by him making the wall crack behind me. He told me to let go or be destroyed before he left allowing me to follow him again before I caught up.

I told him that to stand up against the _Goblin_ he needs me and I need him before I was pulled to him when he stopped swinging and I asked him about a truce.

Time Skip: _Spider-Man_ Being Thrown Through a Window

I was thrown through a church window by _Venom_ before I landed on the first story floor behind _Goblin_ hitting his leg when I kept sliding forward. I looked up before saw the _Goblin_ turn around and I scooted backwards when he said 'look at what we have here?' before I said 'temporary truce?' when I backed up further.

 _Goblin_ stomped on my chest with his right foot after he told me I was right where he wants me, I heard a hissing before I heard _Goblin_ say that _Carnage_ was truly his son apparently thinking _Venom_ 's bulky figure was _Carnage_ 's lean animalistic form. _Venom_ said that he wants to prove himself before he reached out his arm and said 'by ridding myself of you' when he slammed _Goblin_ against the wall behind the him.

When _Goblin_ got up he held up his right gauntlet that was glowing before telling the _Symbiote_ to obey its creator pulling slivers of _Venom_ , as well as _Venom_ 's body, to him. As soon as _Venom_ was close enough it grabbed the gauntlet that was being used to control him and pulled _Goblin_ over him and at the ground behind me.

When the gauntlet was shocking _Venom_ from the inside so I shot a web at it and pulled it towards me telling him that's enough before _Goblin_ asked me if we were working together. _Venom_ and I agreed to a one-time only truce before I jumped to dodge _Goblin_ 's attack that burned my web which I didn't really need any more anyway.

I dodged the next three shots that were aimed at me while I was in the air landing on _Goblin_ who was on the ground thanks to _Venom_ before I jumped back when he tried grabbing me. I saw _Venom_ ram him with his shoulder when he was about to shoot me which I was grateful for before I saw _Venom_ 's hand wrap around the right gauntlet that was starting to glow green.

When the _Symbiote_ backed off _Venom_ was shot again before I jumped on _Goblin_ 's head making him stop shooting when I shot a web at the gauntlet and pulled it when I jumped backwards. _Venom_ tried getting closer but was shocked showing Harry who told his dad to stop and he did before _Venom_ took control again.

I was pulled forward with my web after _Goblin_ dodged _Venom_ 's attack and was swung around _Venom_ making it so I tied up _Venom_ 's right arm. I saw _Goblin_ get on his _Glider_ before _Venom_ got free of my webs and we both shot at the _Goblin_ bringing him down and breaking his _Glider_ in the process.

 _Venom_ knocked me backwards with his arm before telling me to get this over with because they have a score to settle before I ducked dodging a shot from _Goblin_ jumping backwards onto a bunch of pipes. I dived down to dodge a few shots by the _Goblin_ kicking him his the face when I was close enough before _Venom_ punched him in the gut, and _Venom_ and I punched him in the jaw for the last time.

I shot two webs at _Venom_ 's big hand when he was about to kill the _Goblin_ with it and told him that we won so it's done before he pulled me up to meet his eyes telling me that it won't be done until he's gone. I ducked my head when shots were made before _Goblin_ said he can take care of his own mess which isn't exactly correct.

I was pulled toward _Goblin_ when _Venom_ wanted to punch _Goblin_ before I pulled at my web that was connected to his fist and ducked when I saw _Goblin_ try to shoot me again. I kept getting swung around when _Venom_ tried punching the _Goblin_ again and again before I let go and jumped on _Goblin_ 's head when he pinned _Venom_ to the ground.

 _Venom_ knocked me off _Goblin_ 's head making me go flying before I pushed a beam off me when I hit the wall so I called my team telling them to lock onto my coordinates and get here quickly. _Iron Fist_ said that they'll be there soon so I told him 'good' and not to be shocked when I told him I have an actual plan this time.

I gave _Iron Fist_ my costume which he changed into before I walked out telling Harry to stop and that he doesn't need to do this before I was slammed into one of the computer screens behind me. I told him that I know he's been hurt and that I let him down before telling him that it doesn't mean we have the right to ever give up on the people we care about.

I told him that because he didn't give up on me I won't give up on him before he looked down like he was contemplating what I was saying before he said that him and his father are monsters making me shake my head. I told him the suit is the monster but he's my friend, my best friend as well as my family, before I told him that I know that my friend Harry is still in there.

He let me down after looking at his reflection and his father's when I told him that Harry still believes that his dad can be saved before I saw Harry's head. _Venom_ took over again saying that Harry's father is gone and that they are family before Harry got free of the _Symbiote_ that's now squirming in his hand.

Harry put the _Symbiote_ in a _Beaker_ when I told him that what he did just now was incredible before _Goblin_ said that it was but he found it more intriguing that as soon as _Spider-Man_ leaves Peter Parker appears before he almost shot us. He asked if there was something I'm not telling them before ' _Spider-Man_ ' kicked him down, _Goblin_ asked if he was still kicking before ' _Spider-Man_ ' said he does kick a lot while kicking _Goblin_ 's face.

When he jumped back _Power-Man_ punched him before _White Tiger_ tried scratching him but they're not lasting very long with him. _Goblin_ brought Harry to him after he shot _Nova_ in the back before taking him high in the air and, I think, told Harry that his father would be proud of him before dropping him.

I said Harry's name in fear before Danny said that he has him before jumping and catching Harry, _Goblin_ kept cackling though and it was sort of annoying all the same. _Power-Man_ , _Nova_ , and _White Tiger_ went after him after _Nova_ said that 'ugly' or 'scary' face was getting away.

"Harry its _Spider-Man_ " I told him and he told me he sees him right in front of us "you're good at your job _Spider-Man_ " I told him and he said something about 'with great power comes inner peace' when it's supposed to be great responsibility not inner peace. "Yeah thanks for that wisdom, but don't you have to go?" I asked when Harry left to look around, he asked me how to shoot and I told him two fingers as well as not using up all my _Web Fluid_ before he left.

"Nice job Harry" I told him and he said the same to me except he used 'buddy' instead of 'Harry' before we left the building.

Time Skip: With Fury

"So he got away?" I asked Fury to make sure I heard correctly, Fury nodded before I asked if it was a win and he nodded saying that the _Venom Symbiote_ won't be causing trouble anymore. I turned to _Iron Fist_ and asked him about my suit "thanks and sorry I didn't teach you how to use it first, time was limited" I told him when I put the suit in my bag.

I ran over to Harry zipping my bag shut in the process "could you give me a ride I'd like to hang out, only if you want though?" I told him and he nodded with a perplexed look. I got in asking him if the gift I gave him was ruined or not but he told me it probably was so I grabbed out the spare I bought "if it is here, I had enough to buy two of them anyway" I told him before I gave it to him.

"Why'd you buy two think I was going to break it or something?" he asked me with a scowl so I shook my head. "You do know things get lost Harry or stolen, it was in case something happened to it and you wanted it back I didn't mean anything by it" I told him and he nodded hesitantly before taking the box again.

"Would you like to watch a movie? I do have money from the job I worked so I can pay for it" I told him and he nodded with a smile I haven't seen in a while.

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 **A/N: Hello, I finished writing this at 12:18 P.M. on September 3, 2016.**

 **I do hope you like this chapter and will continue reading, see you next Monday.**


	28. Security Party

**A/N: Hello, I do hope you like this story and chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Twenty-Eight: Security Party

Peter's POV

I was thrown into a garbage pile by _Grizzly_ one of _SHIELD's_ most wanted criminals at number _173_. I shook my head getting the piece of pizza off my head before I jumped dodging when he slashed at me.

I kicked him in the head using the momentum to push myself back before I shot a web at the building behind me swinging myself on top of it. I saw him activate his rocket boots before he almost hit me though I flipped backwards landing on my hands before pushing on them to land on the ledge with my feet dodging him.

He told me he was going to pound me before he ripped up a piece of the roof and threw it at me. I ran at him jumping and pushing myself over the piece with my hand to push it backwards before punching the slab that was about to collide with my head.

I couldn't dodge though because of that and ended up in a crushing situation where his arms were trying to crush me in a bear hold. I activated my _Tazer Webs_ wanting to get home to take a cold shower and hopefully save dinner to where I can actually digest it this time.

I activated the webs shocking him and myself before I smelled burnt flesh, which was me of course, as well as my team before _Power-Man_ said I could use their help which wasn't all false. "It's fine guys you can go back home if you want" I told them before I was grabbed which was something I hated, I hated it even more when he used me to hit my team before slamming me against the roof.

I was then hurled down to the ground stories below, which wasn't fun, I shot two webs and pulled myself up to the top of the building again landing on the edge of it. I was about to punch him before _Nova_ did, then _Power-Man_ , then _Iron Fist_ , and then _White Tiger_ slashed him before it was finally my turn so I punched him in the jaw.

The force made _Grizzly_ land in the garbage container below before the _Police_ surrounded it. I was going to ask my team if they would help with the paperwork since they did a lot of the work but they were gone.

Time Skip: Peter's Home

I was confused when I asked if anyone was home and didn't see anyone so I went to check if anyone was downstairs in the _Basement_ but before I could open the door _Tiger_ came out asking why I was home so early. She gave me my textbooks telling me to put them away before _Nova_ walked down the stairs telling me to clean my room because it's a mess.

I was wanting to change anyway but they smelled weird, like they were planning something that isn't going to be good, I was going to ask _Nova_ what they were doing but garbage was shoved in my face. _Iron Fist_ told me I had trash duty before I nodded since I didn't mind trash duty, if it helps them that's fine I don't mind but now I was even more curious than before.

I tried asking what was going on again before _Power-Man_ started blocking the door making me sigh "what are you guys up to? If it's going to ruin the house any then you're going to have to clean it back up" I said before I heard _Nova_ on the phone with MJ. "Can you tell me what's going on? Aunt May and _SHIELD_ probably wouldn't like it if whatever you're planning ruins the house or isn't ran by them" I said before I heard the _Doorbell_ ring.

I looked out the peak hole and saw a bunch of people in the yard and road before I turned to look at my team. "You could've said you were throwing a party, I may not have agreed to it because the house might be destroyed and because of _Director_ Fury but you still could've said something" I told them looking at the camera on the fan in the living room.

 _Nova_ said that he has it covered and we only have to change so I wanted to see what he means by that so I went down there with him. "What are you doing Sam?" I asked when I walked down the stairs before he told me he shuts off _SHIELD's_ devices when he doesn't want to be watched on his personal time.

He unbolted the opening of the _Control Panel_ and I asked him how he knows how that works making him miss and mess up the _SHIELD Security System_ they installed frying it. Everything in the room changed to a type of metal and I'm guessing if it happened here the rest of the house is the same.

I heard the _Security System_ say that there's a _Perimeter Breach_ , analyzing the threat, threat level none, and then it initiated _Omega Lockdown_ which I know isn't good. _Nova_ asked what it meant by that making me sigh after I put my mask on, I heard steam coming from somewhere behind us so I turned around to see a transforming robot from _SHIELD_ there.

"What do you think it means _Nova_? It means the house is locked down and no one can enter or leave, alive or dead" I said when the robot said ' _Omega Lockdown_ initiated destroy all intruders' which made me sigh again. It said that there were unknown intruders in front of it making me growl at it before it attacked with its extending arms.

I shot a web and pulled myself out of the way of the arm kicking it in the scanner making it hit the back wall which was something that I know won't stop it. It told me to surrender or be destroyed which was something that won't happen to me but it will to _Nova_ and the others if it doesn't stop.

It started shooting when I growled again before _Nova_ and I dodged jumping behind a table, well I jumped _Nova_ flew. I didn't want to ruin Aunt May's stuff so I mentioned it and he told me to use them as weapons because she's got more hobbies than I do secrets or lame puns.

 _Nova_ grabbed one of her _Golf Clubs_ and used it with his power but from the snapping of aluminum I'm guessing it didn't work too well. I heard a buzz saw and the table snapped in half before I saw _Nova_ grab the arm.

I picked up the bigger weights since I know Aunt May can pick these up with little to no effort which is something she doesn't want to do but they're the only heavy ones I see. I connected a web to the weight and jumped to the ceiling sticking to it before I swung the weight at the robot when it threw _Nova_ at the wall.

It grabbed the weight I threw before pulling me and swinging me in circles before I flew when it cut the web, I heard it say again that it's surrender or be destroyed. I saw _Nova_ use his powers like he was shooting a bow before I asked why Aunt May decided to take up _Skateboarding_ when he threw it at me and I caught it.

He told me that after _Cricket_ Aunt May wanted a real challenge making me smile, the one thing that I love about sharing a place with _Nova_ and the others is that Aunt May has someone she can bond with. I jammed the _Skateboard_ into the robot's arm "I'm glad Aunt May has someone like you to bond with _Nova_ " I told him before I jumped over the arm that was swinging at us.

He threw me a _Scuba Tank_ and I asked about that as well before I flipped over the robot that almost hit me when it threw its arm down, I jumped again jamming the end of the _Scuba Tank_ on the neck of the robot. I turned the nozzle before jumping back off running up the stairs with _Nova_ in front of me when the distraction worked on it.

"She's really cool" he told me before he lit the _Oxygen_ from the _Scuba Tank_ and threw it at the robot that was climbing up the steps before it caught it. I crouched down with _Nova_ when the robot exploded feeling a pain in my back from metal which I pulled out before the smoke cleared.

He told me that I was lucky to have someone like Aunt May and I smiled sadly before a robotic arm flew at _Nova_ making him fall to the ground, he told me that Aunt May is crazy about me before I shot a web at the arm and pulled it off of him. "That's because I'm not related to her by blood _Nova_ , she's not my real aunt but she's better than having nothing" I told him slamming the arm on the ground.

He told me he doesn't have a family and that it'd be nice to have someone like that who believes in him like Aunt May does for me making me smile under my mask. "I don't either _Nova_ not really, the closest thing to family I have would be my friends, Tony, and Aunt May" I told him lifting him up off the ground when he took my hand.

I asked him how we shut the _Security Protocol_ down and followed him up the stairs before he told me that if we get to the _Antenna Ray_ we could possibly shut it down, or at least that's what I'm guessing. We heard _White Tiger_ fighting before he could finish his sentence so we followed the sounds of the fighting to see the room she was in get blocked by two metal doors.

 _Nova_ used his powers to burn a hole in the door and when the hole was cut I sighed "I said that you shouldn't choose something that'll destroy the house and I was right" I said before I saw something cut down half of the two paintings and the top of a maroon lamp shade. When I saw _White Tiger_ slash a glider that was attacking her I shot a web at the second one slamming it against the wall behind us when I pulled it through the hole.

I called her name when she used a blanket to block the view of the laser enough to slash it before using a mirror to avoid another laser, she ran on the wall slashing the other one before I jumped through the hole but was back outside of it because _White Tiger_ told me not to go in there. I sniffed the air when she told me that "there's something in there you don't want me to see right?" I asked and _White Tiger_ nodded so I sighed but nodded.

"I won't search the room, just stop them from ruining her stuff because it's hard to replace, but you can protect where ever the unknown object is" I told them before I leaped through the hole again and jumped on the wall before shooting webs at the robots. _White Tiger_ told me to save the desk and I nodded when she ran after the robots slashing them but I got one with my web pulling it to me and into the wall next to me.

I stayed where I was knowing I'd get burned from the aftermath of the explosion but didn't care when I heard Luke ask for help before I ran to where I heard his voice coming from. I saw him punching the plastic or glass barrier that held him in the bathroom that was filling with water before he started kicking at it but just like with the punches it was useless.

I asked Luke if he was okay after Ava slashed at the door and moved out of the way when _Nova_ shot at the edges of the door. He told us he was fine but he was running out of air and I was tempted to break it myself.

The door started cracking so I decided to ignore what was holding me back from punching it and punched it with fifteen to twenty-five percent of my strength breaking it easily with one punch. The water was scolding but it wasn't so bad, it was nice compared to in _Perdition_ where it was hotter than that in a dry heat.

" _Nova_? _White Tiger_? Did you get wet at all? I don't want my team injured right now if you were" I asked them and Luke seemed confused but told me sorry because he needs it that hot to actually feel anything. "It's fine as long as you guys aren't hurt" I told them when he told me that, all that's left is to find Danny, get to the _Antenna_ or both.

I wondered when _SHIELD_ had time to install all this but I don't think it took them that long with all their tech, I heard a grunting from a door that was trying to close and the only person left here is Danny. I ran over to it and saw Danny trying to hold back the walls that were trying to squeeze him to death.

I told him to smash his way out and growled in frustration "if you're going to get hurt I don't care about my room" I told him before _Power-Man_ punched something stopping the walls from closing in on Danny before I shot my web at him. I pulled him out and he told me in _Buda_ or something that he thanks me for letting him use my room so I got the jest of why they're doing this.

"If you guys are leaving you could've asked me what I wanted as a thank you instead of going through all of this" I told them surprising them before Sam took a call from MJ. I shot a web at the phone bringing it to my ear "he can't talk right now MJ so he'll call you when he can" I said before I ended the call giving him back his phone.

I told them that we have to get to the _Attic_ to stop the _Comm. System_ , stop the robot that's downstairs trying to kill us, and without everyone outside knowing what's happening on the inside. I heard metal crunching before a _Kitchen Robot_ that I was talking about not even a second ago appeared in front of us blocking our way to the _Attic_.

It said something about target being identified and having to be neutralized before I asked them if _SHIELD_ considered putting us on the 'do not destroy list' but didn't get an answer. I ran up the wall dodging the robot's buzz saw arm shooting two webs at the sides of its head, when I landed on the ground after I had jumped to do that I pulled on it making it fall to the ground.

When it hit the ground I ran on the wall to my right going over the robot to get to my team, I told them to follow my lead before the bot came closer and _Iron Fist_ decided to attack it. The hand of the robot that's a _Microwave_ slammed _Iron Fist_ into the wall before I ran and jumped dodging the shot from the _Microwave_.

I tried jumping at it again to attack but was slammed to the opposite wall as _Iron Fist_ by the same arm. I slid down the wall feeling my head pulsate from colliding with the wall before I heard _White Tiger_ say that it didn't just do that before slashing off its _Microwave_ and kicked it after it was off.

 _Nova_ shot the head making it fall the rest of the way before I got up shaking my head and the dizziness went away as _White Tiger_ helped _Iron Fist_ off the ground. The robot got up before opening the fridge door before _Power-Man_ decided to block the wave of ice.

When it was done with that there was a lot of ice on _Power-Man's_ body, he wiped a part of the ice on his left shoulder off asking if that was all it has saying he doesn't even feel it. I told my team to scatter when it bent over shooting waves of heat from the stove top this time but only _Iron Fist_ , _White Tiger_ and I dodged the attack, _Nova_ went straight through.

I saw _Nova_ dodge the laser that was heading his way before he told him to give Aunt May's toaster back which made me smile. I don't even think he knows I got that for her for her birthday a few years ago.

I dodged the pillars that disabled my team by ducking and weaving before I saw electricity from the broken robot's arm spread through the floor. I couldn't finish my sentence about stopping the robot because a pillar came out from the wall hitting the opposite one when I ducked.

I felt a rumble not liking this, because of this I told them that we have to reach the _Attic_ at all costs pointing to it above the robot. I said _Nova's_ name before he went closer and said that he has the door before shooting at it opening it for us.

 _Power-Man_ held the robot down telling us to go so we did, I was the last one up though. _White Tiger_ turned towards the _Control Panels_ behind her saying that if we turn that off it 'should' _Kill Switch_ everything in the house.

She told me the percentage was sixty forty when I asked if it 'should' work, I heard a crunching again as well as grunting so I turned around to see _Power-Man_ get thrown to the floor by the robot. I told them that that's better than our usual odds and told them to go for the _Kill Switch_ that _Tiger_ was talking about.

I asked for someone to put the robot on ice when it jumped in front of us, it turned around and disconnected his arm to hit me flinging me backwards. I jumped on the arm when I was free making it static with electricity before I jumped off of it.

I ran onto the wall jumping off of it when the arm tried grabbing me again before it got hit by _Nova_ shooting it and I dropped down when that happened. _Power-Man_ told me that they have the two arms so I went for the _Control Panel_.

Tony had something like this at his work, which I've been visiting a lot more lately, but he never taught me how to hack it so instead when I couldn't find how I smashed it. I know that's not a good plan but it's better than not doing anything at all.

The robot fell and everything returned to normal so I was glad about that but I don't think that's going to stay for long either. I was correct about that because the robot fell through all the floors and into the basement which wasn't good.

I sighed when I looked at where the fridge fell before we all changed and went downstairs. I opened the door and checked to see if anyone was out there sighing when I saw Flash still there.

"Not my party Flash blame me if you want though" I told him before I checked if there was any damage to the yard and seeing that my Aunt May's _Lawn Gnome_ was gone. I sighed knowing that I'll have to buy a new one now which is something I don't want to have to do since that will take a while and I don't think I'll have time to actually do that.

"Guys are you okay?" I asked opening the door and sighing really hoping that our home can be fixed before Aunt May gets back, even when I was angry when I was younger I still didn't do this much damage. They told me that they were fine before I looked around at the collapsed home, a phone was ringing so I went to find it to see a light and took the collapsed wood off of it before I answered.

"Hey Aunt May" I said and she told me her game ended early and that she was at a _Noodle Shop_ now asking if we want anything and I shook my head at that telling her no. "Sorry about this Aunt May but I sort of ruined the house again" I told her shocking everyone that was there, she asked me how much this time.

"I don't think it can easily be fixed but I'm going to try and see if it can be before you get back" I told her and she told me that if it can't we can stay at a relatives while I use the money that I got during a job to help fix the house. "Okay that sounds fair sorry about this again Aunt May" I told her and she said it was fine before I hung up.

I went searching through the rubble and found my wallet seeing that nothing in it was ruined from the collapse and that I still had all the money that was in there before I sat down on the front steps. I felt and heard a large amount of wind so I looked up simultaneously standing up to see a house similar to the one that's collapsed.

When the house landed Agent Coulson came out before I asked him what this was about gesturing to the house so he told me that _SHIELD_ figured we would demolish our own house. That was weird and untrusting but I know _SHIELD_ thinks of everything so I didn't say anything about that.

I saw the _Lawn Gnome_ be put back so I was happy about that before a team of Agents came out saying that the _Cable Guy_ will be here in about three months before he handed me the key. He asked my team if they were ready to go so I asked them if they were leaving tonight since they never said when it was that they would be leaving.

Agent Coulson asked if they never told me that the _Helicarrier_ was fully operational and that they were scheduled to move out today when he got in the car. "I knew that from their suspicious actions and words but the part I didn't know was when" I told him before they said they were sorry for not telling me when they were leaving sooner.

Ava gave me the picture that she was trying to wrap making me smile despite the glass cracking, Sam showed me a burning cake which for me would taste good even with the fire on it. "Guys? You can stay for a moving party with just us right?" I asked when they were walking away, they said they wouldn't mind and went inside.

"I got what I wanted finally" I said blowing out the fire on the cake since I don't want to burn the house down again.

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 **A/N: Hello, I finished writing this at 1:05 P.M. on September 10, 2016.**

 **I do hope you like this chapter and will continue reading.**


	29. Rampaging Technoswarm

**A/N: Hello, I do hope you like this story and chapter and will continue reading. I am so sorry I haven't updated three or more chapters but writing one chapter of this takes longer than just two or more chapter of a different story.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Twenty-Nine: Rampaging Technoswarm

Peter's POV

I was dodging punches and cars before I landed but had to jump again when a _Hot Dog Stand_ was thrown at me. I jumped onto the side of a building wondering why I have a hot dog in my hand right now.

I heard the villain say his name which was _Juggernaut_ before I remembered what Fury said was that he escaped a high tech prison today. I jumped out of the way before I finally threw the hot dog over my shoulder when I landed on the street to dodge _Juggernaut's_ punch.

He slammed a car out of the way when he charged at me and I waited to, hopefully, try out a new ' _Spidey Tracer_ ' that I made. Whatever it sticks to I can track or at least that's what I'm hoping it does.

I jumped putting my hand on _Juggernaut's_ head/helmet where I stuck the _Tracer_ that was in my left hand. I wasn't able to dodge the punch quick enough so I was thrown backwards into the air before he grabbed my left foot with his right hand.

I was glad that Tony shot _Juggernaut_ in the back when he tried to crush me to death which was never fun. "What are you doing _Spider-Man_?" he asked me when he landed cracking the ground under him with the force.

"Glad you came" I told him and he nodded before I asked _Juggernaut_ if he was confused "I call the best for help, hardly ever, but the best when I do" I said making him charge at us. I jumped out of the way telling Tony to jump away to but he only did when _Juggernaut_ go too close for his liking.

 _Juggernaut_ ran into the building behind us when we jumped out of the way scaring pedestrians in the process. Tony told me to stay with _Juggernaut_ while he secures the building and I know I should but I need to see if the _Tracers_ really work.

I shot a web at a falling piece of the structure when it was about to hit two people sticking it to the building behind it. I shot webs at the structure that _Juggernaut_ made a hole in when it was starting to collapse even with _Iron Man_ helping to stable it.

I know I should be watching _Juggernaut_ again but the lives of a lot of people rest on this building not collapsing as well. I shot a web at a car and a pole and pulled them to the hole sticking them with web so they would stay there.

Tony asked what I was doing and I told him that if the building collapses more than a few people would get hurt sooner than with the _Juggernaut_. Tony asked me, when he was next to me, what happened to keeping the _Juggernaut_ busy and I told him that we can catch him any time with my _Spidey Tracers_.

I told him that I need to dial in the right frequency to see where he is but from what I can tell I accidently wrote in the wrong code making me ball my fist. I ended up on the news where Jameson was talking about catching the 'wall crawling menace' which made me turn the _Wrist_ _Comm._ off.

Tony told me that it's not about the gadgets but his power being in his head making me ball my fists at my side again. 'You're lucky though Tony, you can still make gadgets' I thought sadly feeling my burns on my hands still from when I tried inventing again.

He told me to leave the show boating for later and I know that if I didn't have these gloves on my palms would be bleeding from how much I'm digging my nails in.

Time Skip: _Stark Industries_

I swung into a room in _Stark Industries_ hoping to talk to Tony and tell him why I called in the first place since he didn't let me ask. I dodged a crane that was mad at me apparently and it smelled like _Imitators of Miracles_ but since it's Tony's tech I figured he's mad at me.

I had landed on the wall when I had jumped and asked Tony why he hadn't texted or called or at least talked to me instead of trying to kill me with his own tech. I jumped down though to dodge the crane that's persistent on attacking me right now.

I shot a web at it hoping, but not thinking, it would stay there holding onto pipes but as I had thought it got out of it easily. I looked around and saw some scientists screaming as they ran away from more cranes so I'm guessing this isn't just Tony being mad at me like I had hoped was the reason.

I swung forward grabbing the duo of screaming scientists in order to save them from the attacking crane and wondering where Tony is before I dropped them off on a higher up platform. "What's happening here?" I asked them but I didn't get a response as quickly as I needed one so I don't think they know before I swung down again.

I saw that the cranes rebuilt themselves and I know this wouldn't be Tony's doing, he needs the cranes or at least the scientists do, and he needs the scientists to do work that he can't because of his schedule. I dodged the _Laser_ that it decided to send my way before jumping to hide behind a pile of something when a shot was fired where I was just standing.

I shot a web at the robot's head where the _Lasers_ were coming from but it didn't work because the _Laser_ just cut the thing I was hiding behind and I couldn't dodge that quick enough. I landed under the _Laser_ with barely a scratch from the aftermath of the explosion before I side jumped the first crane the attacked.

I dived doing a forward roll before shooting a web at one of the crane's two legs but was pulled forward by it and then smashed into the wall behind me when it pulled me back. My head was pulsating from the collision and the robot was a bit blurry so I couldn't tell where it was pointing before I saw a light and its' head was gone.

I saw another light and saw that the robot fell before Tony said that he never invited me here and asked why I was here when he landed in front of me. "Nice way to speak to someone who came to explain a misunderstanding _Iron Man_ " I said before he told me to stay here and not get in the way.

I got up feeling lightheaded and everything was still blurry before I followed the smell I smelled earlier but this one has a tint of electricity and aftershave, definitely not a robot but maybe the controller. I watched _Iron Man_ take down a robot making me sigh before I heard an annoyed and aggravated tone about dismissing his theories saying that they'll never work.

I saw a man with a suit that was spouting electricity and heard him say that his theories were the future and asked the air if his 'boss' was happy yet, I'm guessing his 'boss' is or _was_ Tony. I shot a web at the man's helmet and pulled it towards me holding it before setting it down beside me in case Tony wants it or this man tries to take it.

He asked me what I was doing and I shrugged "you sounded hysterical so I tried to see if taking off the helmet would work, turns out it did" I said when he was on the ground and the doors opened. _Iron Man_ asked if 'Michael' was out of his mind but apparently he was just out of patience instead which would make sense with Tony before I heard him speak bad about him.

Michael said that he was insignificant and that Tony wouldn't take a meeting with someone like that, I know that wouldn't be the only reason that Tony wouldn't accept a meeting from an employee though. Tony said that he wasn't too busy he just wasn't interested which sounds like Tony though that made the smell of pollution stronger than before.

Tony told him that his product wasn't ready for testing and from the damage he was right to think that before I gave Tony the helmet which he thanked me for before Michael spoke. Michael said that he wasn't trying to hurt anyone but teach Tony that he can control any tech as if it were an extension of his own body.

Tony said he was fired before Michael said that he was trying to prove something before Tony said that he was a self-centered egotistical maniac that has no regard for the safety of others. I feel like he's talking to me but I didn't bother mentioning that because I was still dizzy despite it being more than five minutes.

Michael yelled saying that it was my fault making me wince and I know Tony saw that before I pretended like that didn't happen not even a second later when I asked how it was. Michael said that Tony was a relic and that he was the revisionary and that once he takes over all Tony's tech he'll see that he's right.

Tony told him that he needs to have some dignity which I knew was the wrong thing to say because the smell on Michael got even worse. He turned the nozzle on his suit higher up and I'm guessing that's bad from the fact that he's glowing yellow, including his eyes, and floating in the air.

He got smaller to where he disappeared from view before an explosion happened, Tony moved his mask down and I had to dig my claws into the ground once I extended them. I felt bad about the floor because I was pushed back enough to leave tears in it.

When the aftermath stopped everything that was floating a while ago dropped, including Tony, and I got up walking over to him. He said, I think, absentmindedly that it was going to be a lot of paperwork so I told him I would help if he didn't mind the company.

Time Skip: _Control Room_ in _Stark Industries_

I saw Tony working and decided to ask if he was trying to find where Michael went or not before he told me that I was correct as usual when it came to what he does. I flipped forward when I dropped down so I wouldn't hit my head again which was, thankfully, not dizzy anymore.

"Didn't his atoms scatter? I would think he'd be in a main computer or small one" I said and he nodded saying that he hopes that I'm wrong and that that's not where he is. Tony told me that Michael was making a man-machine that articulated on a sub subatomic level that cross matches muons in the human array that's similar to Richard's atomic strings.

I can follow this easily if I wanted to at the moment but that would take a while with how he's explaining it and I have to get back soon, I need to explain things though before I do that. "Can you explain that in smaller quantities? I do have a reason for coming here and not a lot of time to stay" I told him and he nodded saying that Michael's machine scattered his atoms and that he may be able to remake his body a particle at a time.

"So what is it that you came here for instead of texting or calling instead?" he asked me and I frowned because before he said that if I wanted to talk I could come here. "You really forgot that you said I could come here if I wanted to talk huh?" I asked before I shook my head slightly.

"The call I had earlier asking if you could come over and we ended up against the _Juggernaut_ was because we haven't talked in months" I said before I got his attention. "I invented the _Spidey Tracer_ to help _SHIELD_ not to show off because I am not a showboat and I had thought you knew me better than to call me that" I said before he was about to speak.

"What I came here to explain really was that I had invented and wanted to try it out because my Aunt was getting worried when my tech was causing me damage and worrying her" I said before I finished. "Because of this I was thinking that if it didn't work this time, and since I got your opinion on it already, I would quit inventing altogether" I said before I walked out of the room.

I walked down the hall and a room caught my eye so I went in knowing that Tony's probably already mad at me I might as well look around. I connected the _Spidey Tracer_ to the computer and changed the color before writing a note on a notepad close by.

'Since you're busy with Michael and all and can't hang out, before I quit inventing can you at least help with this and when it's fixed since I know you'll fix it completely if you do. You can give it to _SHIELD_ as your own work I don't care about it right now anymore anyways.

Love,

Parker'

Is what I wrote on the paper, I left the room not long after thinking that the smell of Michael in the room was just his many atoms before I went to fix my mistake with the _Juggernaut_. I grabbed the _Spidey Tracer_ knowing it won't work but might as well bring it with me, I had left the schematics in the computer so it should be fine.

Time Skip: With the _Juggernaut_

I jumped dodging him before I jumped again making him punch a _Lamp Pole_ this time before I winced at the noise of the glass breaking when the _Lamp Pole_ he punched hit the glass beside me. He told me I wasn't worth it and I know that from how Tony's been acting around me lately whenever I text him.

I told him that he's worth this trouble when he was running away, when I was about to go after him I never realized that not too long ago I had accidently dropped the _Tracer_ on him. When I pressed a button when I saw the _Tracer_ wasn't with me I saw a bunch of _Spidey Tracers_ on _Juggernaut's_ back which wasn't good.

I wasn't sure what was happening but I guess that's okay for now but I'll have to ask Tony for help if he'll answer my texts this time. I saw _Juggernaut_ punch a _Cement Truck_ to get the replicating _Tracers_ off him but he broke it and the cement fell on top of him before I landed on the truck.

"I don't like this at all, I know he's mad but I have to tell him" I said aloud before I rode my _Spider Cycle_ over to _Stark Industries_ getting there at night time when he didn't answer and I got really worried. I walked over to the doors wondering if I was even allowed inside before I smelled something and jumped backwards right before Tony burst through the wall.

He said that they weren't his inventions and I knew he would still be mad at me for this when he asked me what I did making me sigh. "I guess you didn't notice the note or text if you're asking that _Iron Man_ " I said so he asked again what I did.

"I had given you schematics in a computer room as well as a note saying that since I quit inventing you could fix what I did wrong and give to _SHIELD_ as your idea if you want to once or if you fix it" I told him before a large mass of red and blue rose in front of me. I asked what that was even though I have an idea already my ears were still ringing and it started messing with my vision again so until I saw a light I didn't realize that it was about to attack me.

He asked me for a backstory and I told him that I had thought I felt Michael's presence in the room but they were atoms so I had dismissed it as his words earlier hitting home and nothing else. I shot webs at a small mass of _Tracers_ before he asked me what I had done to the _Tracers_ themselves so I told him I only changed the color and nothing else which didn't make sense to him with how different they are from before.

He told me that the ones we shoot split off and make more because they became self-replicating machines because of Michael from what I had said earlier. I shot at the _Tracers_ when he said that they were using his armor as material which is something I feel even worse about.

I told him I have an idea and I know he's hesitant to believe that it's a good one because of all the mistakes I've made since the _Juggernaut_ incident and I can't blame him for thinking that either. I jumped on my _Cycle_ and told him to trust me despite not having any reason to before I pressed a button and a web shot from the back of my _Cycle_ and onto him.

I rode my _Cycle_ forward apologizing every two seconds before I ran it up something mushy and skidded it to a stop flinging Tony into a tank in front of me getting the _Tracers_ off of him. When that was done though I said I was sorry again because he was slumped over before I saw a mass of _Tracers_ in front of me again.

I shot webs at the mass and saw another one before I saw one again and again, shooting again and again. I asked if he has a plan and he told me that his suit was starting to malfunction and that if he got to his lab, well he didn't finish because some _Tracers_ decided to make him float before I shot a web at him to keep him from floating away.

I pulled him to the ground not liking the fact that Tony was flying and pulling me with him right after he checked his _Boot Repulsors_. I felt bad for Tony because he didn't seem to have much control over his suit like he had told me so the ride was a bit bumpy but I can deal with that.

After the _Cycle_ hit a bump I had to jump off and saw Tony head straight through the wall as I landed on it dropping the webs that were connected to him. "Are you okay? Besides the equipment and the two reinforced steel walls you had to blast through" I asked him looking down when I realized what I said out loud was a stupid question.

"Stupid thing to say sorry, so where did the _Tracers_ go?" I asked him before I sighed when I smelled and heard them to my left turning to see them already gathering. "Wait Tony don't do that" I told him when he was about to blast them when they made a giant spider like creature, we had to jump back to dodge the arm the _Tracers_ made before Tony shot them in the neck.

Tony asked me who was controlling them and I had to ask if that was a literal question that he doesn't know the answer to or one where he wants to see if I do. "If it's either it's Michael" I said before I was hit in the back with them which hurt a lot more than when they were alone because they were more condensed.

I was dizzy again and I definitely knew it was Michael from how hard the tech he controls hits enough to make me lightheaded as well as my vision blur. I didn't like that Tony had to carry me as he flew around since I don't think he fixed his armor yet which isn't good for him.

I looked back at the _Tracers_ noticing that they seem a lot more vicious than the other ones where they were only being controlled. Tony sped up so I'm guessing he's heading to where he can change his armor.

We stopped and I could already tell that he'll hate me even more when I saw the armors that were destroyed in front of me and saw him pick up a helmet from one of them. "Guessing mad at me again? All the time you put in the work you did was ruined and can't be made up again, whether it's not the gadget that made it work in the first place is ruined or not" I said and he told me that he doesn't hate me never did.

"After you told me your reasons I realized I took a step or two too far in saying what I did, I never intended to make you quit inventing I was just worried" he told me and I nodded before Michael showed itself again. He told us that he was a new species and did something Tony was too afraid to do, crossing the line between man and machine.

I told it that it was my tech, whether I want it to be or not, and not Michael's before he told me that Michael no longer exists. I asked if he's named _Swarm_ now before Tony said that that name wasn't too bad which made me look at him.

"The one thing I can do okay or right in is naming a _Super Villain_ and you have no room to talk in creating them either Tony so don't say it" I told him and he closed him mouth which was about to say something. I shot _Tazer Webs_ at _Swarm_ when it tried attacking Tony when his armor failed activating it to where he exploded buying Tony even a little time in that.

"Worry about your suit Tony" I told him when he looked at me and then I was being chased by _Swarm_ when I ran down the corridors. I jumped when I heard him about to land on my back or something since I can't think it was jumping when they don't have legs to actually do so.

I dropped on the floor from the ceiling when _Swarm_ decided to attack me then and then I was surrounded by it so it was dark until I heard _Repulsors_. When I heard the _Repulsors_ I knew that Tony came to help me and I saw that he was decked out in different parts of a variety of armor.

"As usual you're the best when it comes to tech" I told him before he thanked me for the compliment and said that if he gave up when something went wrong with his tech then he would've given up the hero gig a long time ago. I ran after him and jumped doing a backflip when we passed some doors to face it when we stopped.

He told me that since he did the improvising I have to figure out how to get his employee out of my tech which is easier said than done right now. I jumped out of the way with Tony when a hand figure decided to almost slam us, I had landed on the wall when I had jumped while Tony hovered in the air near the ceiling.

I didn't like that it was saying that he was going to take over everything and that it was Tony's tech "I may have wanted Tony to take credit but that was after he would fix the bugs in it" I said before it split into two smaller versions of _Swarm_. I did an air cartwheel while I shot two webs at the creature but it didn't work so I swung through it though it didn't seem to want that when it broke in half to let me through.

I swung and swung until Tony asked me if I thought of a plan yet and I shook my head since I didn't before I flipped onto a platform when he told me that when I have a plan I have to share it with him. He told me he's good when I asked if he was okay but his suit wasn't before he said we have to neutralize it before it gets bigger when it turned into a spider.

I told him that I'll think quickly but it'll take a while because I didn't make the changes that it's showing at the moment. I saw Tony shoot the creature twice along its back before he dodged two of its slashes.

I didn't like the fact that Tony was pushed out of the room and that put more pressure on me because I don't want anything bad to happen to him. I shot at the finger of its hand when I jumped over it to pull his hand down smashing it slightly before I was pulled back.

I was thrown to the roof of a building and I almost landed if not for landing wrong causing me to fall backwards and fell on top the roof. I jumped back down to ask Tony something, I asked him if they were still my tech and he said they were just modified somehow.

He told me to explain when he activated a force field and I told him I just have to simplify, downgrade my tech so it works for me like it should've in the first place. He asked me why that sounds like advice given from a wise and experienced hero which I answered "stop sounding smug Tony, it may fit you in the media and with everyone else but it does not fit the Tony I know that well" I told him.

I know a lot about Tony and the two act differently, he once told me that he rather act like how he does with Aunt May and me than he does around anyone else. Tony told me that my plan better work but not long after he said that did the Tracers on the left arm fall down to where they were basically useless.

It was only temporary because not long after that he gained back the _Tracers_ which was something I didn't calculate. Tony grabbed my arm and told me that I only need more power to amplify the frequency.

I asked where we get the power from and he told me to use the _Arc Reactor_ so I asked what the catch was which was getting uncomfortably close to _Swarm_ , which I did not like the thought of. Tony told me to get on his back so I did before Michael said that Stark was his and I almost growled at him before Tony told me that we're going up and we did.

He asked me if I was ready for this so I asked him if anyone would be making him chuckle at me because of my tone of voice when I said it. He cut the power to his _Repulsors_ and we dropped down into _Swarm's_ mouth before we continued falling and that was definitely not comfortable.

I started the program to stop the bugs as soon as he told me to and I was worried when I saw only his glove disappear into _Swarm_ me following not long after. The program started working and not long after the tech stopped working did I get up from the ground.

"I keep making a mess of things huh?" I asked and he nodded but told me that mess-ups are normal for young adults and below. He lifted the bottom of my mask and kissed me before putting it back down again telling me that he'll help me if I need help with my tech again.

Time Skip: Inside the _Armory_

I dropped from the ceiling when I heard Tony tell the bots to clean up all of the _Tracers_ because he'll need every one to save Mr. Tan making me frown. "You do know that no matter how hard you try you might not be able to save him right?" I asked and he nodded.

"That pessimistic attitude is probably why your tech hasn't been working right" he told me when he retracted his face plate. "What damage has your tech caused anyway?" he asked me and I nodded pulling off my glove to show him the burn that looks like a large Leopard's spot around my hand.

He told me that he was sorry for not being there to help with my tech when I called for help but I shrugged saying it's no big deal before he gave me a broom which I smiled at. "I know it's not punishment since no matter what it is you like to help others but I need you to help clean out here and then my office, I love you _Spider-Man_ " he told me and I nodded saying 'I love you to _Iron Man_ ' before I got started.

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 **A/N: Hello, I finished writing this at 8:45 P.M. on September 11, 2016.**

 **I do hope you like this chapter and will continue reading, see you next Monday.**


	30. Icy Affairs

**A/N: Hello, I do hope you like this chapter and story and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

* * *

Chapter Thirty: Icy Affairs

Peter's POV

 _Iron Fist_ said it was better to pay attention than to pay for mistakes when his right foot almost hit my face. I hit his foot down spinning before I jumped and kicked with my left foot but he dodged it by ducking.

I made a 'come on' movement with my left hand when he was in a fighting position before he jumped kicking me like I had tried him but I blocked it with my hand and did the same with the other kicks. I threw a punch but he dodged kicking my foot off the ground making it so I would be pushed to the ground.

I felt something was wrong and it was worrying me "what's up with you today _Iron Fist_? You seem more angry or worried today" I asked but he told me that he's fine. He told me patience takes practice and practice makes perfect and that the spirit of a _K'un-Lun_ warrior beats within me.

"Could I possibly have my _Web Shooters_ back? I won't use them but I really want them on in case I need to" I asked him before he asked why I would need them anytime soon. "In case, I don't know, one of us falls off the bridge? You can't fly or have anyway of coming back up here, without my _Web Shooters_ I can't help you or least of all myself" I said before he told me to do it again.

I did a side spin in the air trying to kick him but he dodged and when I threw a few punches he blocked them with his hands before I stopped all together. I smelled the air smelling fresh snow, blood mixed in with it so it isn't Danny's, and sewer bound rotten eggs.

" _Sowers of Discord_ " I said under my breath when a fog rolled in ducking when I heard a whoosh of wind and saw the changing in the fog. It was apparently three _Kunai_ when _Iron Fist_ made a board come up from the landing we were on.

The one that smelled of snow, blood, and a _Fury_ appeared trying to kick _Iron Fist_ but Danny dodged before he could get in a hit. "This is new" I said before _Iron Fist_ told me that Arrogance comes before the fall which is true but I don't think I've been _that_ arrogant since I've known him.

The _Fury_ ran towards _Iron Fist_ but jumped when _Iron Fist_ was about to kick him, when he landed in front of me I jumped before he could kick my legs from under me but that didn't stop him from kicking me repeatedly in the chest and abdomen. "As I had said earlier now we're both falling off the bridge without my _Web Shooters_ " I told him as we fell off the bridge from the multitude of kicks.

Danny and I grabbed each other's wrists when we were falling before he activated his 'Iron Fist' before punching the water. We landed on our backs before I told him he did good work but we have to get up.

He told me to get my _Web Shooters_ and I nodded giving a salute before jumping to get them but after I told him to watch out. When I saw _Iron Fist_ about to be ran over by a car a shot webs at the doors and tires so it would stop moving glad when it did stop.

"I told you I would need these at some point _Iron Fist_ " I said before the _Fury_ approached. _Iron Fist_ said something about teaching him the honor of _K'un-Lun_ I don't have a clue to what he means so I didn't say it either.

I saw Danny push away the _Chain Spear_ which I smelled had a type of poison on it and saw that the poison was a purple color. I heard _Iron Fist's_ costume rip and my vision went purple from anger which isn't good.

I shot I web at the _Fury's_ hand and that held the spear end making sure he won't touch _Iron Fist_ with the poison again. "Don't you _dare_ touch him with that again" I said growling the 'dare' part.

I shot a web at the truck and tied the two together making it so the _Fury_ left being dragged behind the truck. "You're hurt don't thank me until you're better" I told Danny when he _whispered_ a 'thank you' which means he's weak right now but I can tell that poison doesn't do just that.

"So this is why you've been more worried or angry today?" I asked when a shorter man asked Danny's name. I know Danny's family owns _Rand Industries_ but I can tell that's not the only reason.

Danny told me that I can have all his worldly belongings which is what worried me because I don't know what will happen with the poison. He'll either become extremely weak, which the _Fury_ will exploit, or he'll die and I don't want that to happen.

Danny told me, once he took off his mask, that the man has come to take him home which I know is a good thing but that isn't supposed to happen right now when Danny doesn't know he's been poisoned. I swung to follow Danny in the car since I'm really worried about him before I saw the _Plane_ of the _Industry_ his father owns.

I know this is going to be really freezing plus I'll get in trouble for it but I'm not really caring about that right now. I climbed under the wing seeing the _Atlantic Ocean_ , _Asia_ , and then the arrival into _K'un-Lun_.

I climbed out of _Plane_ where the wheels were at before I saw the city of _K'un-Lun_ , I've seen how this place looks from _Perdition_ but it's even more beautiful this far away. I felt a cord, or chain, wrap around my arms and chest before I was thrown backwards into a snow bank which was really freezing.

I smelled the scent I had earlier and I don't like it, when I sat up it was coming strongly from the one who called me an intruder. My vision went purple and I was still angry but I had to dodge the _Chain and Spear_ , this time the _Spear_ was curved.

I used my own body heat to stay warm before I pushed myself to the ground when the wind tried to push me backwards way too far. The _Fury_ put his weapon away before he punched and kicked me but I dodged both, the first by ducking the other by jumping over him.

I dodged the punches and threw one of my own but he blocked it by making a sort of 'X' with his arms bending his wrists up to keep my hand where it was. He punched but I took a step back before he told me to fight him with honor which I almost laughed at but I know how that would sound if I did.

I jumped back landing on a snow bank making me sink down just because I dodged a punch which won't be fun if I catch a cold. He brought out his weapon before Danny appeared in the green and yellow garb he had on when he was on the _Plane_.

He punched the _Fury_ in the chest making him fly backwards before telling him that I'm his guest which was something that wasn't really true. He said when he stood up that he was glad that _Iron Fist_ hadn't grown 'soft' and 'plump' in the outside world also calling him his brother.

" _Spider-Man_ might I ask why your eyes are purple?" Danny asked me before I turned my anger at the _Fury_ off. "Happens when I'm angry, when I show who I truly am, or when I'm caught off guard by a move that could _potentially_ harm me or others" I said.

The _Fury_ said that Danny's forgotten himself before saying that if he's gotten himself in with 'this lot' then he's to suffer the same fate. I saw Danny activate his _Iron Fist_ before I got in front of him.

"I need to check your neck Danny, you can't fight like that" I said when I was facing him and heard a whoosh that stopped quickly. I heard a man ask what I meant after I turned around to see that same man from the bridge use his fingers to spin the _Fury_ in the air with the _Chain Spear_ trapping him with it.

"Why do you need to check my neck _Spider-Man_? I do not understand your logic in that" Danny told me making me sigh. "There was poison on the _Chain Spear_ and I heard cloth on your suit ripping, when I helped you up I saw the poison on your neck, your voice sounded weak which was either because of the poison or the fighting" I told him.

He seemed surprised before the older man told _Scorpion_ that I'm under Danny's protection. " _Infidel_ means 'unfaithful', one who does not believe in the religion of one group of people or does not believe at all" I said when I remembered he called me an ' _Infidel_ ' making Danny nod.

He told me I have the uncanny ability to visit places at the wrong time before I asked him if he's forgotten that he's poisoned. He told me that he can deal with it when it kicks in making me worry before we reached a _Monastery_ , the spiritual center of _K'un-Lun_.

"Hello Daniel, greetings black dog/ _Spider-Man_ " I heard _Doctor Strange_ say making me growl at him when he passed by in astral form. Danny told me 'anyway' after saying that _Doctor Strange's House_ and _K'un-Lun_ are _Astral Plane_ neighbors and he comes over here for sugar.

"Not 'anyway' Danny you still have to worry about the poison I don't know what it could do to you and if it could kill you you can't wait until it kicks in" I told him when he sat down and poked the burning coals creating a fire that showed Danny's past. I didn't watch how he trained and beat _Shao Lao_ but watched as the poison did its work making me tell him to calm down and stop talking, to get help.

He stood up telling me that if he doesn't become the King of _K'un-Lun_ _Scorpion_ will before I told him to sit back down when he struggled to stand. He told me that the poison didn't kill him but it did blind him which was bad because how he's talking about _Scorpion_ will give him ample time to indulge in his selfish interests.

Time Skip: Prognosis

The elderly man told all of us that his blindness is only temporary which I was happy about because I'm not as mad and worried as I was before but I still don't like _Scorpion_ for the trick he pulled. "So not surprising, the final test to see if you are worthy enough to become _K'un-Lun's_ King correct?" I asked and he nodded asking how I knew that when he hasn't told me.

"Whether you didn't tell me or not fire speaks" I said before _Scorpion_ said that he ascends the throne by default since his 'brother' is not able to compete. Danny asked his 'masters' if he is not allowed to choose a champion to fight in his place.

 _Scorpion_ said he can but only if he can find someone foolish enough to face him before two of the 'masters' talked and the elderly man snapped his fingers. The doors opened and five beings in armor appeared holding a different weapon.

The elderly man told Danny to choose his warrior wisely when I helped Danny stand up when I jumped down. Danny said that I was the one to face the _Scorpion_ and I nodded saying I will as long as it wasn't against the law before I moved my right foot behind my left ankle right when the _Chain and Curved Spear_ almost hit my foot.

 _Scorpion_ said that outsiders don't have the purity, honor, or skill to fight for _K'un-Lun_ before Danny said that he's already chosen and that the law is the law. The elderly man said that the _Spider_ faces the _Scorpion_ in the _Return of Shao Lao_ which was something I can't lose to.

"The black dog chose to never leave his duty again and I will stick to that decree" I said when _Scorpion_ growled at me. I was taken to an armory or something and fitted with something that was slightly baggy for either easy or restricted movement I'm not entirely sure.

Time Skip: The Start of the _Return of Shao Lao_

I stood tall because if I slouch I'll feel like I'll be running away from my duty again and I hate that feeling, if I can't show the honor of _K'un-Lun_ in this event it'll be the same thing as the first time I disobeyed. _Scorpion_ walked over saying that my suit is offensive before I told him that at least I don't smell like a _Fury_ which is something I shouldn't have said. (1)

I got ready at the starting line and took what the older man said to heart about the _Return of Shao Lao_ exposing the _heart_ of any man with physical and mental trials. I ran up the stairs behind _Scorpion_ before I used my hands to push myself over _Scorpion_ running ahead of him.

I didn't stop for the annoying illusion but I was still stuck in quick sand regardless which annoyed me before I shot a web at the tree in front of me. I ran down the trail and looked to my left down a trail when I smelt the same poison from before and saw _Scorpion_ spilling some purple liquid on his curved spear.

I wasn't surprised when I saw a massive and deep pitfall with poles that, I think, we're supposed to use to get across. I jumped on the closest pole when I smelt poison getting near my person as well as when my _Spider Sense_ told me to jump.

I jumped back two more poles when he jumped on the one in front of me before I dived to another pole farther away using my hands to keep me on it before I pushed up to land with my feet on it instead. I told him he was fast before I did an air cartwheel landing on a different pole to dodge the poisoned _Curved Spear_.

I caught the spear with my fingers before it hit my face throwing it away from me before I dodged his kick twice, the first by jumping the second by ducking. I jumped again to dodge the kick before I was kicked in the chest and abdomen various times before I grabbed onto the pole a few behind me.

I climbed up it before I told him he smells just like a _Fury_ again before a sanke constricted me, I remembered that snakes are cold blooded so I turned off my body heat calming my mind in the process. The snake was gone and I noticed it was also trap which is something I figured already before I got to the end of the pit fall and started off on a sprint turning my body heat back on again.

I punched _Scorpion_ in the face when I got his attention making him hit the ground, he told me in a surprised tone that I'm more skilled then he gave me credit for. That hurt but I didn't show it and instead asked why people always say that using that tone.

I dodged the punches and kicks but I didn't see the ice that was under my foot when stepped to the side so I ended up on my butt instead but I was still able to dodge. I told him to wait when he saw the crown because I could smell that it was a trap for demons like _Scorpion_.

He said that he couldn't breathe and mainly because I am no longer as angry as I was before with him and because I can't let someone like him suffocate, I jumped into the pile of coins he was suffocating under. I jumped out once I grabbed him making the crown fall off his head before I set him down and was pushed off the cliff.

I shot a web at the cliff's edge pulling myself up to see that _Scorpion_ was sitting on the throne which would mean that he won but the elderly man said 'heart of any man' nothing else. Danny said the event was over before the older man held up my arm saying that Danny's proxy won the event before _Scorpion_ said that he crossed the finish line and sat on the throne first.

The older man said that it was never about physical nor combative skill and that _Shao Lao_ reveals the heart of man, with honor comes victory. He said they've misjudged me bowing while saying that I can teach them things about humility and honor.

He told Danny that he chose wisely like a king must _Scorpion_ said this isn't right before Danny told him to calm himself. He told Danny that he's worse than 'impure outsider scum' making my vision go purple, _Scorpion_ said that he left paradise, he left them, he left him before punching Danny in the abdomen.

I saw Danny almost hit the edge of the cliff and I was worried when the _Spear_ almost made him fall off the cliff before Danny grabbed it bringing him closer to _Scorpion_. _Scorpion_ asked if he thinks he can just come back and join us before saying Danny's tainted.

He threw the _Spear_ at Danny but he dodged and did the same thing again and again before kicking _Scorpion_ in the face when he spun in the air. Danny was in a fighting position when _Scorpion_ wiped off his mouth and lunged at Danny but he punched and blocked the attacks _Scorpion_ initiated.

Danny dodged the _Spear_ saying he went on a quest to better himself while _Scorpion_ stayed brewing in anger and spite. Long enough to attack him on the bridge before telling him that he hoped he'd have changed his ways before it came to this.

He told _Scorpion_ that if it was anyone that dishonored _K'un-Lun_ it was _Scorpion_ that has. _Scorpion's_ anger grew before he threw the _Spear_ at Danny but he didn't account for Danny having a second _Iron Fist_ to break the blade.

Danny made a motion with the _Iron Fists_ punching twice to where an explosion happened. After the explosion _Scorpion_ was on the ground asking for forgiveness because he was blind.

The older man knows that but told him that he hopes he learns his lesson in exile before I asked Danny what he thought about his choice before the race started when he got his sight back. He told me that he didn't need eyes to see that he made a good decision in who he chose to be his proxy.

Time Skip: _Monastery_

"I came to see if you were alright and got help but I guess I helped you in the process, more than what I would've hoped to have happened" I told him before he nodded telling me thank you. I told him that I do hope to see him sometime but I saw his sad look before he gave me a tight hug which made me smile.

"It's fine Danny, we're still friends" I said patting his back with the strength I mustered enough to do so without hurting him. The older man said that if all outsiders are like me then all of _K'un-Lun_ can benefit from their leader walking among them for one more year when Danny let me go.

"Thank you, when do you want to go Danny?" I asked after Danny said that he will return in one more year to attain the mantle he's graciously been given.

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 **A/N: Hello, I finished writing this at 4:47 P.M. on September 17, 2016.**

 **1) When Peter said something about** ** _Scorpion's_** **breath, not literally, I was laughing because it was funny how he said it.**

 **I do hope you like this chapter and will continue reading.**


	31. Hulk's Switch

**A/N: Hello, I do hope you like this chapter and story and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

* * *

Chapter Thirty-One: Hulk's Switch

Peter's POV

I didn't bother listening to Jameson while I was trying to dodge _Batrok's_ the bag of money he stole. I jumped back when he tried kicking and then hitting me with the bag again while I tried to kick his legs from under him he jumped backwards to dodge that.

I punched but he jumped back when I said for Jameson to shut up but _Batrok_ thought I was talking to him which wasn't the case. I jumped over him when he charged at me before shooting two webs at him pulling him and throwing him against the ledge.

"Wasn't talking to you you _Quiche Lorraine_ I was talking about Jameson" I said but when I turned back around I saw that he was gone. I looked over the edge seeing him on a _Theatre_ railing before he said he was surprised I actually knew that.

I swung when I saw him crush the top of a green car before I landed in front of him, I went back to dodging his sack of stolen money before I rolled past him shooting a web at a trash can that was in front of me. I threw it at his face before an older woman told me to leave the city and stop going around in my underwear.

I got hit in the face by _Batrok's_ sack of stolen money before he told me that he's the one who robbed the _Bank_ but I'm the one everyone hates. I shot a web at his mouth before I stood up pulling him to where he hit the edge of the building behind me.

I shot webs at him when he was leaning against a pole making him stay there before I took a call from Fury shooting another web in the process. "What is it Fury?" I asked him but I didn't hear what he said because I got a tomato thrown at my left eye before I wiped it off.

I didn't say anything before I shot a web and swung off "sorry about earlier, what'd you call about?" I asked before he told me it's fine. He said that it's about the _Hulk_ and that he needs me back at the _Tricarrier_ before I nodded saying I'll be there soon.

Time Skip: _Tricarrier_

"What happened to the _Hulk_?" I asked him before he told me to follow him, when I continued to do so he stopped in front of the _Containment Cell_ that holds _Mesmero_. "What does _Mesmero_ have to do with the _Hulk_?" I asked him before he told me that he's going to try to get into the _Hulk's_ brain which confused/worried me.

He told me that we know the madder the _Hulk_ gets the stronger he gets, to where it's hard to control, he asked me if we would be able to make him just smart enough to be the hero he says he wants to be. "Did _Hulk_ agree to this?" I asked him but was ignored when Agent Coulson told me there are safe guards against the same thing happening again.

Fury said that _Mesmero_ knows that he's staying here for life before we reached the room it was most likely going to happen in. "Does _Hulk_ actually want this?" I asked before I smelled him and turned around when he told me he does.

He told me that every time he tries to do good the _Hulk_ always makes it bad before Fury told me that if I turn into the _Hulk_ then he'll help with my 'public image'. I don't know why he said that but I told the _Hulk_ he shouldn't be insulted because I don't really care about my image, people can hate _me_ if they want to.

I told them this is a bad idea when the experiment was about to start before I heard Agent Coulson tell them to strap _Hulk_ in before I saw _Hulk_ take the chest strap and wrist gauntlets out of two Agent's hands. When a dark haired Agent said he was going to put something on _Hulk's_ head he told him for ' _Bug-Man_ ' to do it before Agent Coulson asked who that was.

I walked up the steps when I said he was talking about me before he told me I'm a good friend to him, to _Hulk_ more specifically. "I guess I am, I just hope it goes how it should" I told him with a sad smile I know he can't see as I put the metal on his head.

The thing _Hulk_ was standing in front of glowed sky blue when _Hulk_ raised his hands making it look like he was there for a _Crucifixion_ instead of anything else. Agent Coulson told the agents to bring the prisoner, _Mesmero_ , in before I stood next to Fury.

Fury told the scientists behind the glass that the word is given before the two were pushed closer together. I knew this was bad as soon as they said _Hulk's_ brain waves were lower before _Hulk_ started screaming and when he opened his eyes his eyes were glowing a bright white.

I told Fury to shut it down before I jumped onto _Hulk's_ head "I know you can't hear me buddy but I am so sorry for this" I told him when I took the thing off his head, covered his eyes, and looked up at _Mesmero_.

Time Skip: Waking up

When I woke up I knew that I was in _Hulk's_ body because I saw _Hulk's_ feet, legs, and pants instead of my own _Spider-Man Suit_. I stood up rolling _Hulk's_ shoulders before I started walking to the door, this is a lot easier than most would think for me.

I do wonder if I'll get treated like the _Hulk_ if they don't know that it's me in here instead of him, oh well I still have to find Fury or Agent Coulson anyway. I don't know how to open the door like this so I just knocked hard enough to break the door off it's hinges so I can get out.

"Do you know where Director Fury or Agent Coulson is at? I need to find them" I asked but the Agent just said that the _Hulk_ is out and to head to their battle stations making me sigh as I watched him run away. I walked down the hall trying to see if I should find _Mesmero_ , my body, Fury, or Agent Coulson, when I opened the door that was closed in the hallway during the lockdown I saw another door.

With this one I made up my mind because it had ' **Level 002** ' at the bottom in black and ' **Detention Center** ' over the thick red line that separates the two also in black. I decided because of that I was going to find _Mesmero_ first unless I see either of the other three before then.

I was walking over to _Mesmero's Containment Cell_ before I tripped on something 'man I lost control for a second there' I thought as I tripped breaking the glass/plastic of the _Containment Cell_. _Mesmero_ told me thanks for freeing him before he ran off and I got up trying to go after him, after a while of walking I stopped when I was contemplating finding Fury or not.

I heard Agent Coulson tell me to stand down before I walked over to them "first _Wolverine_ and now _Hulk_ , I should really stay away from _Mesmero_ " I said before I was being shot at. I held up my arm blocking the shot from hitting _Hulk's_ face before I scooped up Fury careful not to hurt him which I was glad I didn't do.

Agent Coulson told me to drop Fury so I set him down carefully before Agent Coulson asked someone to bring the _Hulk Buster Armors_ making me sigh before he said that _Mesmero_ turned the _Hulk_. I sat down blocking a shot from hitting _Hulk's_ face again before I stood up and walked away trying to find my body but not knowing if it's still on the _Tricarrier_ or not.

I held _Hulk's_ arms in front of his face to block a shot before I did it again to block another one before _Hulk's_ body was shot outside the _Tricarrier_.

Time Skip: _Telephone Booth_ (Nothing Broken)

"Where are you at _Hulk_?" I asked him when he answered the phone and he told me he was taking a test which wasn't good and I voiced that before he said he was almost done. "Ok stop taking the test _Hulk_ and just go to my classes, end this call right now and don't do anything but what I told you until I get there" I told him before I heard the teacher in the background.

I took the _Telephone Booth_ off my head careful to not break it, I have a lot more strength than _Hulk_ does being _Cerberus_ so it's a little easier to control. I was kicked in the back by _the Thing_ who said 'guess what time it is?' punching the palm of his hand before asking if I want to hit.

I had _Hulk's_ body grab the street below him with his left hand while he blocked the attack with his right so he only slid back about two meters not hitting the rust red car behind him. I told him that I'm not who he thinks I am before I jumped back about six meters behind the car when he tried to punch _Hulk's_ body again when he told me that he thought it was _Christmas_ when Fury told him that _the_ _Hulk_ escaped.

I blocked the punch careful not to hit anyone before I blocked again not hitting anything when I grabbed at the ground "sorry everyone" I said putting my hands up before I went to the payphone. I had to wait though when the older woman from earlier today took it, I saw _the Thing_ come at me before I punched him in the air but not hard enough to make windows break just to get him far away.

The older lady stopped talking so I called Ava telling her that I, Peter Parker, am stuck in the _Hulk's_ body before hanging up so she can hopefully finish her test (1). I jumped after I ended the call to dodge _the Thing_ that was attacking me still before I jumped again when he tried slamming me.

 _The Thing_ tried kicking me but kicked a car instead when he told me I was taking all the fun out of this before I jumped back careful not to hit the _Fire Hydrant_ or the _Lamp Pole_ before _the Thing_ ran at me breaking the windows of the building he ran _Hulk's_ body into. I backed out of the building before I ran down the street not running into anything before I dodged _the Thing_ who punched me but he lunged at me which I wasn't able to dodge.

" _Stop_ hitting me" I said growling the 'stop' part hitting him back not wanting to break anything by hitting him too far before he told me 'that's more like it' punching me again. I punched him back holding back the strength that Bruce Banner wasn't used to before _the Thing_ punched me in the jaw.

I punched him in the abdomen before he punched me in the jaw again and we kept punching each other in the face. We punched each other in the face at the same time making me remember that I was trying to find _Mesmero_ before because he got out because of me.

I dodged the punch _the Thing_ threw at me before I jumped stepping on his back making him hit the ground before I heard a group of people say that _Hulk_ was going to smash them. 'I knew from the start that they hate _the Hulk_ but I had also hoped the less damage I caused as him that they would hate him a little less' I thought before I saw my body jump onto _the Thing_.

"You two stop fighting already it's fine _Hulk_ , I made sure your body wasn't hit too hard in many places" I told him but he was thrown somewhere. I punched _the Thing_ in the air after I told him that he shouldn't do that when people are talking.

I jumped after _the Thing_ to make sure he's alright since I saw him land on the bridge before I saw _Mesmero_ take control of _the Thing's_ mind. 'I keep messing things up today' I thought sighing before _the Thing_ said he was going to destroy _Spider-Man_ and _the Hulk_.

I saw _the Thing_ running at me before I blocked the attack with the _Hulk's_ arms so I slid back a bit but not enough to hit anyone or anything but the punch broke the glass on all the vehicles in the vicinity. _The Hulk's_ body was grabbed and thrown into a car making a bus almost fall off the bridge before I grabbed it pulling it up with as little strength as _Hulk_ has at the moment.

I was able to pull the bus back onto the bridge telling the kids they're okay for right now before _Hulk's_ face was pushed into the window by _the Thing_ who jumped onto his back. I heard a dark haired young girl ask _Hulk_ to save them and I nodded before my body/ _Hulk_ tried hitting _the Thing_ on the head but it didn't work.

I told _the Thing_ that _Mesmero_ was controlling him before I leaned back hitting him against the road getting him off the _Hulk's_ back before hitting him on the head. The hit made him snap out of _Mesmero's_ control before I asked him if he knew what _Alpha Gamma Waves_ are telling him that they switched _Hulk's_ and _Spider-Man's_ brain waves before he asked if it was because of a guy with something weird on his head.

I nodded saying that I know he's on the bridge but I don't know where before he pointed to _Mesmero_ who was by a _Taxi Cab_ before _Mesmero_ made it so the pedestrians would attack. I asked _Hulk_ if I could use my, _Spider-Man's_ , _Web Shooters_ before he nodded so I did shooting a web that stopped the people from moving.

I jumped and grabbed _Mesmero_ holding him over the railing of the bridge before telling him to change us back but he told me he didn't before I pretended to drop him by putting him farther down and back up again. He told me that he hates me, _Spider-Man_ , for putting him in jail "you do _not_ want to make me angry _Mesmero_ " I said growling the 'not' part.

I heard the _Tricarrier_ above me making me sigh in annoyance because I do not want them attacking _Hulk's_ body again. I yelled at him to change us back before he did giving us back our bodies which I was happy about.

I dug my heel into the road so I wouldn't get pushed to the ground by _the Thing_ when he told me sorry though he was a little surprised that I didn't fall. I walked over to the _Hulk_ after I heard him say that people hate him and said they will start liking him and stop being scared of him if he keeps trying to control his anger.

He told me thanks and that he needs to figure out how to do that alone in full sentences which I was happy about before he jumped away somewhere. Fury said that the _Hulk_ was _M.I.A_ which I tried to get him to stop going after him telling him that _Hulk_ was speaking full sentences and that the brain switching probably helped a little.

I asked if he thinks _Hulk_ deserves better than to be threatened when he hasn't done anything wrong at that moment. Fury said that unless he says so they are only to watch _Hulk_ , not engage him, and see how it plays out which I was happy for.

I heard an older male with dark hair say that he's glad _Hulk's_ on their side before I heard the little girl I helped save in _Hulk's_ body ask if he was going to be alright and I nodded saying he's going to be fine.

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 **A/N: Hello, I finished writing this at 2:43 P.M. on September 18, 2016.**

 **1) She did finish the test because it was a short phone call.**

 **I do hope you like this chapter and will continue reading, see you next Monday.**


	32. Lizard School

**A/N: Hello, I hope you like this story and chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Thirty-Two: Lizard School

Peter's POV

I asked MJ if she needs help lighting the _Bunsen Burner_ before Harry said that they should be cruising by on my intellect not covering for me in the _Chem Labs_. MJ said that they shouldn't have to be sacrificing their _Friday_ night to make up the _Labs_ I missed and I nodded knowing they're right but I never asked them to.

"I know this doesn't mean much but I am sorry" I told her before Harry said that we just have to get it lit quickly but he didn't finish what he was going to say because the lights went out before he could. A light flickered before it turned off but I told them there's nothing to worry about until I heard Stan open the door.

He walked in asking if our hearts were pounding etc. making it sound like a horror story, especially to Harry when Stan turned on the flashlight and put the light under his chin. MJ told Harry that it's only Stan and he can relax before Stan said that a night creature lurks the hallowed halls, when I sniffed the air I could smell _the Lizard_ so I know he's right.

Principal Coulson came in when Stan said that he sees the shadows of the creature and hears it in the walls. I can smell _the Lizard_ but I know he hears the sound of _SHIELD Tech_ in the walls like he's saying he does.

Principal Coulson said that he doesn't know why the power went out but I have an idea before he said we should go home because he doesn't know if it'll come back on tonight or not. I heard scratching before I turned and saw Stan direct the flashlight at the scratches on the wall going to the scratch marks on the other side of the cabinet to the mess of _Lab Equipment_ that was knocked over on the table.

We heard a creaking before the flashlight followed the other scratch marks that showed an opened vent before Harry said we should listen to Principal Coulson once Stan said that was what he's seen in the night. We heard glass breaking so we turned around to see Principal Coulson was gone so we ran to find him.

Stan stopped when we kept running and I kept calling out Principal Coulson's name before we turned down a hallway when we could see again. We saw a lone _Loafer_ so I went over to it picking it up, I sniffed discreetly smelling Agent Coulson on the shoe.

Harry said that no one leaves just one shoe behind but he didn't finish before I said that something's here and it's big. "I'm going to go for help guys so be careful" I told them dodging a vent that decided to fall right where I was but I kept running.

I jumped onto the lockers and ran again jumping to another set where I jumped on the wall and opened the ceiling to grab my suit. I grabbed the clothes cocoon spider web that I kept it in before I crawled along the ceiling.

I was going to try and call my team for back up but didn't try when I heard a muffled voice calling for help, it sounded like Principal Coulson so I swung to where the voice was coming from. I made it to the _Detention Hall_ which had something I did not want to see.

There was a massive hole in the floor which leads to _SHIELD_ before I looked at the damage to see that _the Lizard_ had broken out since it doesn't seem like he'd broken in. I swung back over to my friends before I landed behind them when Stan was trying to scare them without actually meaning to.

Harry said something was behind him before he made MJ fall with him before there was light on my body showing them that it was only me. "Hello study bugs, are all of you okay?" I asked seeing that MJ was ecstatic to see me though Harry's expression was one I had expected but it didn't stop me from subtly cringing.

MJ told him to give me a chance which I don't expect he will until I cure his dad before she said that I was only misunderstood. "It's fine Mary Jane he can hate me if he wants to, I never truly minded their opinions of me" I told her but she gave me a frown and a concerned look.

We were walking down the hall before I heard MJ ask what I was doing here "I heard some screams and such from the school, had a bad feeling, saw a young man running from the school, asked him what was wrong, and he said there was a monster so here I am" I told her before we covered our heads when the only light in the hallway blew. My ears were buzzing when we heard a growl and hissing before I told them it was close before I was rammed into a locker by _the Lizard_ but it was hard to see him without my _Night Vision_.

He was pounding me into the locker before Stan started whacking him with a mop which he was quite good at using though I'm not surprised. _The Lizard_ retreated punching down the double doors at the end of the hallway before a lone light shown on Stan making a circle of light which didn't make much sense since it was a rectangular ceiling light.

Stan said I had a handful on me before I looked down to see I had reptile skin draped on my left shoulder and my head. I took it off throwing it behind me since I know no one's there and I was right from it landing in the middle of Harry and MJ.

"I figured from the start it was him but I hoped it wasn't" I said before I looked at my _Wrist Communicator_ to see it was cracked which means I have no way to contact my team. Stan said I need a _Watch Repair Shop_ but I could tell he was only saying that to act oblivious before I told them to stay behind me because the danger level skyrocketed.

We walked down a hallway that was full of cracks hearing a wire short circuiting before I looked at it to see a heat and water gauge. I noticed it was the _Power Box_ and walked over to it to get a closer look seeing scratches surrounding it.

"I figured this is what happened" I said when I told them the wires were ripped out, I heard a rumbling before I looked behind me to a door to see that it was surrounded by scratch marks. MJ said that must be where Principal Coulson was taken asking if we were going to follow so I told her we were.

I opened the door hearing MJ say Principal Coulson's name in the form of a question when she walked in before I heard steam being released from one of the pipes. I heard a buzzing telling them to stay back before I was slammed into a maze of pipes beside me.

I looked up to see _the Lizard_ who I knew was the culprit because of the smell, I could also see his face thanks to MJ who had the flashlight on him. I jumped backwards onto the wall when he tried to slam his fists on me before I told _Doctor_ _Connors_ 'long time no see _Doc_ ' as I ran before asking him how he's been and saying that I'm good just wanting him cured.

I jumped to avoid claws and jumped to the ceiling to avoid jaws dropping to the ground to avoid jaws again. I jumped over _the_ _Lizard_ to kick him in the back making him slam into a _Heater_ before I shot webs at a _Coolant Pipe_ pulling it down when he came closer.

I jumped to avoid a claw before I punched him jumping to the left to avoid a swing from _the Lizard's_ tail. I jumped to the side when he tried slashing at me before I jumped again to avoid another slash but was instead slammed to the ground.

I was thrown rolling on the ground which hurt but other than a few bruises and I think internal bleeding I'm just fine. I was picked up by the head before he took off my _Wrist Communicator_ , which was already broken, throwing me against a pipe.

I was worried for Harry so I got up running out the door and when I didn't see them anymore I heard Stan and MJ come out of the room. Stan said there's another hostage that man called _the Lizard_ had taken before MJ asked where _the Lizard_ could take Principal Coulson and Harry.

I know this'll be dangerous with them around or not but I want to see if I can handle _the Lizard_ without help or not. I asked MJ what she thinks he's taking when it came to Harry and Principal Coulson, she just said he wanted the _Tech Panel_ and Harry got in his way.

"I'd want to try this alone without you or my team but if I'd need help, and I probably will, I'd want your help" I told MJ when I said that I'm alone to face _the Lizard_ before she said that I have them to help. Stan said if he was a rowdy lizard he would use the _Detention Room_ to find a way in and out, he was about to open the door when I used a _Web_ to keep it from being opened.

"I already checked here" I told them before I looked again to see that nothing changed before MJ said that they know the school better than I do which is the downside to having a secret identity. We went in and I heard Stan say it's a _Subway Maintenance Tunnel_ before MJ asked why a tunnel was under our school.

"I'm pretty sure it's the abandoned _Subway M-Line_ " I said before Stan asked if MJ's never heard that the school was built over it. If that were true though it probably wouldn't be vertical it would be horizontal instead.

I put them in a closet telling them that I already told them I want to try it on my own and they can get out if they can and want to before I _Webbed_ the closet doors shut with them inside. I jumped down the hole before I started swinging trying to dodge _the Lizard_ but was unable to so I was rammed into the side wall.

I was able to dodge a slash by jumping away but I was not able to dodge the tail that grabbed me and slammed me into the ground. I was then slammed into the ground in front of him instead of beside him which, I think, cracked my spine but is healing slightly.

There was a light before _Lizard_ ran off "MJ? Stan? How'd you get out so quickly?" I asked them before MJ said that _the Lizard_ didn't know what hit him but I told her he figured it out once the lights were off. _The Lizard_ pulled a track off the wall making water come in before he slammed it into the wall making more water flow in.

I couldn't make them run any faster so the water pushed us but MJ had the misfortune to land on the side of the hole _the Lizard_ did. A chair and table were thrown at me by _the Lizard_ when I tried to get to MJ who called ' _Spider-Man_!' so I had to dive to dodge it.

I ran out of the room with Stan before I heard him say he won't get the school cleaned by _Monday_ which I feel really bad for before I went to find MJ, Harry, and Principal Coulson. Stan was _Skateboarding_ beside me while I swung which was really cool "don't you have a school to clean? I don't want to feel responsible for the school not being open on _Monday_ because of my problem" I told him but he said it was fine.

He said that in a closed school the _Custodian_ is captain which I guess is true before I heard a scream from MJ. I asked him where the scream came from before he said that it came from the _Maintenance Room_ because he knows the acoustics anywhere.

He used the mop to get through the staircase doors before going down the railings using the _Skateboard_. I performed a multitude of forward somersaults to get down the staircase through the middle where there were no stairs landing a few seconds before Stan got down to where I was.

Stan opened the door before I said that he called it when he said that this would be ' _the_ _Lair of the Lizard_ ' after it was open and we saw _the Lizard_ working on something in the back that was glowing green. "MJ looks to be in the most danger and once he sees me that can leave Stan to save two or three of the hostages" I said out loud before I jumped down to try and save MJ.

I didn't dodge _Lizard_ before I was slammed into the wall a few feet behind me by the shoulders before I dodged the claws. I punched _the Lizard_ four times before I heard Stan tell me I can't do it alone.

"You do know I didn't say I was right?" I asked before I saw him slide down the ladder to get MJ, I kicked _the Lizard_ off of me before I got up off the ground. I was slammed into the wall again by my shoulders but this time I used the _Taser Webs_ which worked like a charm.

I grabbed Harry and Principal Coulson's binds before I shot a web bringing them up to the landing wondering what _the Lizard_ is working so hard to make. I heard MJ say that Harry's coming around before asking about Principal Coulson but Stan said he was still out cold which was surprising me slightly.

Principal Coulson was taken first and Harry was taken second then again I don't know the difference in mental stamina or how much each can take of action like this. I jumped after Dr. Connors when _the_ _Lizard_ took MJ before I heard him say to leave _Lizard_ alone which isn't something I want to do.

I told him he's Dr. Curt Connors not _the Lizard_ and that he remembers that because he's building a _Brain Modifier_ or something similar. "If you give us a minute we can help you, can you let her go so I can help?" I asked him hoping he'll let her go so I can do whatever he's wanting to get done.

Once I see what it is he's doing I can modify it and then reverse it so I can change it back in the future if I don't like it. I saw MJ grab her phone before I heard Stan unclip his mop, MJ used her phone to blind _the Lizard_ for a moment before I jumped over him with help of the web I shot before she blinded him.

I was clicking buttons memorizing what was in it and the new stuff that was added knowing that this'll make it worse but I can't not do it because if I don't he'll add something I won't know of to try and reverse it. When he was punched to the ground off the ledge he was holding onto I shot webs at his back before I slammed him on to the contraption webbing him there.

"I don't like how it works but at least I'll know how to fix it than if he did it himself" I said looking at the ground when Agent Coulson asked what the thing even does. "He doesn't want to know what he does, figured I could help with that part at least" I said when _the Lizard_ said that Dr. Connors is no more before the morphing stopped, Stan and I were the only ones who didn't run when that happened.

I jumped to the side when _the Lizard_ attacked but it seemed he was only after me even after Stan tripped him. What _the Lizard_ broke was a _Chemical Compound_ that created a fire when he jumped at me so I shot a web at him making him fall from the force.

I jumped down before I heard Stan tell me to get everyone to safety, I asked if he was going to be okay and he nodded saying he knows a back way out of here which is why I agreed to helping the others hoping he'll get away safely. When Agent Coulson said that Stan can take care of himself I decided I would help him whether he can get out safely or not, I need to know that he _will_ not that he _can_.

I shot a _Taser Web_ at _the Lizard_ giving Stan an opening to get him with his mop into a pipe full of water. I shot a web at Stan's chest pulling him towards me, I made sure no one was behind me, when I hit the wall of the elevator.

"Just so you know I am glad you guys were my team tonight" I told them when the doors opened again and everyone was sitting on the ground. MJ said that it was fun before Harry said that we shouldn't do it again making everyone agree.

Time Skip: Outside the School the Next Day

I was looking at the school wishing I could've found a way to have reversed the damage but if I did he would've stayed _the Lizard_ but Dr. Connors would've been stuck to watch all of that. I heard Stan ask why I was so glum because MJ's going to make a splash with her story.

"I just wish we could've saved Dr. Connors" I told him before he said that I can't save everyone and that he's met all the greats saying I could be one of them someday. He's apparently going to tell Fury that in his report which made me smile before I went after him.

I asked him which agent he is before he told me he's one of the originals asking me who else could come up with the acronym of _SHIELD_. He told me to trust my team and study hard because nobody did it alone before he walked away greeting 'Steve' in the process.

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 **A/N: Hello, I finished writing this at 1:45 P.M. on September 24, 2016.**

 **I do hope you like this story and chapter and will continue reading.**


	33. Three Times the Demon

**A/N: Hello, I do hope you like this chapter and will continue reading. If you love _Deadpool_ and don't want someone to be mean to them don't read this because I may like his jokes in this and how he acts I just do not like _Deadpool's_ profession at all.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters and I definitely do _not_ own _Deadpool_.**

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Chapter Thirty-Three: Three Times the Demon

Peter's POV

I was swinging in the rain before I did a front flip shooting another web landing on the side of a building before I landed on my hands pushing off to land on the road. I realized that was a bad place to land when the _Gargoyle_ over my head ended up spilling water on me before I swung off of where I was before I landed on a _Bus Stop_.

I have to get to training soon before I heard a weird voice say that someone should watch what's happening with him hearing fighting as well. It was _Deadpool_ that did that, apparently, who I am starting to dislike, he smells of a _Revenger of Wickedness_ , the underlying scent being those of a _Spirit of Lying_ , and _Furies_ which is even worse.

I was on the _Bugeltron_ which was also really bad because I ended up falling on a dump truck, though I am glad I didn't land on the part where I get covered in garbage.

Time Skip: _Training Room_ on the _Tricarrier_

 _Nova_ came over to me when I walked in asking why I'm late before I told him that I had to dry my suit a little more before I came here so I won't get sick again. I jumped out of the way of the _Lasers_ but one hit my leg making me fall causing the others to laugh at me.

Agent Coulson said that the others can have a five minute break because I barely failed with getting hit once. I jumped onto the ceiling dodging two _Lasers_ before I heard lightning which was when I had finished the training.

I walked into the room where the one who I heard earlier was saying that Fury's training paid off and that if they stick with it they could beat half the _Bavarian Army_ like he did. My team was laughing when _Deadpool_ put on a puppet show starring _Doctor Doom_ making me smile when I saw what it did to them.

He started hitting on _White Tiger_ before he said something about a 'burnt bug' before I said that it was me that he's talking about. He told me that he has something for it in a weird voice before saying something about 'man' but strong enough for a 'bug' making me cough when he sprayed it.

I was still coughing before he said that he follows all of my flops on something and I was still coughing. He said that he was _Deadpool_ before he said that he was glad that I kept his color scheme when I copied his suit asking if I was his idol.

"Sorry _Deadpool_ but I have more red and blue than red and black, I have seen your suit in passing but never paid attention to it" I told him before he went behind me saying that I was making that up. He was measuring me saying that I had my own _Cross-Work Theme_ before he lifted my arm saying that they're webs before he went to my waist saying I need pouches.

He said he needs to use the little boys computer before I asked anyone but _Nova_ to explain so _White Tiger_ did. She said that _Deadpool_ used to train with them before he left Fury's _Hero Program_ right before I got here.

 _Iron Fist_ said _Deadpool_ follows the beat of his own 'loud' drummer before _Power-Man_ said that he lives the dream of being a _Free Lance Hero_ but I feel as though it's more than that. _Nova_ said that everybody loves him but I wonder how that's true when I smell something similar to blood and something else on him.

I asked if Fury likes him ignoring the vision that my mind made up before _Deadpool_ said that Fury loves him which made me sniff the air before he said it. 'He's lying' I thought smelling the smell of a _Spirit of Lying_ increase before he said that he was given an eye patch making me wonder somewhat for why he's in my head but I can still smell that he's lying.

I asked what he was doing here with my hands on my waist before he turned around saying that a bad guy known as _Agent McGuffin_ stole _SHIELD's Secret Files_ which I could tell the first thing was a lie before he said that it has all the _Heroes' Secret Identities_. I asked why Fury didn't tell us before _Deadpool_ grabbed my head in a headlock saying that Fury left his tablet in the _Bathroom_ making me wonder how he could even know that in the first place.

When he said that him and Fury don't see eye to eye I wondered how he could even get what he was looking for on the computer if that was the case. Tony built it but he would tell me and/or Fury if someone hacked it before _Deadpool_ grabbed my head pulling me closer saying that Fury probably has something important to do.

I enhanced my hearing to hear Fury say ' _Deadpool_ ' in an annoyed tone as well as a rustling of papers and monkey noises. _Deadpool_ released my head before he jumped onto the seat where he was sitting before he let out a noise of triumph which was something I didn't like.

When I got a call from Agent Coulson saying I should get back to training I wondered if I should do that or see what _Deadpool_ is lying so much about. " _Deadpool_ , I was thinking that if I go with you I could learn a bit more than right now more specifically I was wondering if I could go with you?" I asked him when I walked up to him getting his hyperactive brain's attention.

He said that since I want to learn from the master he'll give me a reason to call myself _Spider-_ _ **Man**_ before grabbing my left shoulder with his left hand walking with me off the ground.

Time Skip: In a _Jet_

I was in the backseat of a familiar _Jet_ so I asked _Deadpool_ who's _Jet_ this was before he told me it's his because it was given to him from Tony Stark which I know is not true because Tony told me one of his _Jets_ was stolen. I really don't like how this man works before he told me that for as long as he could remember he was a fighter and for some reason I saw it.

Three ninjas attacking a woman who just gave birth in a _Hospital_ with me beside her before I asked him how I was in his _Origin Story_. He only told me not to question greatness but I've been questioning someone who wants revenge not greatness.

He told me it was from _Genetic Engineering_ or 'something' because he's never paid attention in _Social Studies_ 'he apparently didn't pay attention in _Science_ either' I thought before he said that he was a normal baby for thirty seconds. Ninjas took his mom and Fury saw his greatness so he took him in which made no sense.

I held my hand up in front of my face when _Deadpool's_ tears came towards me but I could still smell _Rotten Eggs_ before he even said that Fury took him in. He turned around saying he likes me because I'm a good listener before he said that I should ditch Fury and be _Free Lance_ like him.

He said there's a lot of money before throwing some up making me take some off me because some of it smells of blood. " _Heroes_ shouldn't get paid for saving people or anything like that" I told him before he ignored me saying there are dots which I'm guessing he means the enemy.

We both said ' _Jetpack_ ' and 'jinx' at the same time before he said something that made no sense and that he has a plan. I asked what his plan was before he told me that his plan was 'improvisation' which is his 'jam' apparently.

We were thrown out of the _Jet_ which I'm going to have to tell Tony about before we fell from the sky, an _Agent_ rammed into me grabbing me and hoisting me over his shoulder before I saw _Deadpool_ having the time of his life which I don't like him even more for. I shot webs at the _Agent_ next to the one who had _Deadpool_ making him hit the _Agent_ who had _Deadpool_.

He told me that he has a plan again making me roll my eyes before _Deadpool_ got rid of the men's _Jetpacks_. He took a man's pack off before he took the _Jetpack_ off of the one who had me before he was in a scuffle with another man.

I punched the man before I grabbed the mask noticing it looks a lot like _Taskmaster's_ so I knew where we were heading. _Deadpool_ said 'shiny' making me ask how he could see my _Spider Sense_ before I told him it's how my brain warns me of danger.

He said he would give me a thousand bucks for me brain before what I said sunk in. We both said 'this is going to hurt' and 'jinx' at the same time again when we saw a _Missile_ coming at us.

He threw two _Grenades_ at the _Missile_ before he took out a gun shooting the _Grenades_ when they got behind the _Missile_ making it explode. I shot my webs making a _Parachute_ after I saw _Deadpool_ put one on pulling the string to activate the _Parachute_.

I told him that wasn't much of a plan before he told me that if I want to go _Free Lance_ I should learn to live a little. I figured that once he burned my _Web Parachute_ he wants me off this so I won't see what he's doing.

He told me to fall into the green stuff because ' _Foliage_ is my friend' before I landed on the ground cracking it as well as a branch before he told me that our landings were so different. He offered me _Fish Sticks_ before I told him 'no thanks' making him ask why I didn't puke yet making me shake my head as I sighed at his antics.

"What's your plan _Deadpool_ because I know it isn't anything good" I told him before he said we were going to go into the _Compound_ , find _McGuffin_ , and 'unalive' _Taskmaster_ and his _Acolytes_ which I knew was the case before we went on this mission. I asked what he meant by 'unalive' despite already knowing before he said that he has a weird mental tick about saying the _K-Word_ telling me he's going to make them disappear, sleep them with the fishes, and _K-Word_ them.

I asked, for confirmation, if he was going to 'kill' them and he said that it does sound bad when it's said out loud before he burst through the doors. He started making the agents fall to the ground before I took his swords telling him that we can't 'unalive' anyone.

He told me I have such a 'short fuse' holding up a _Bomb_ with a short fuse throwing it at the _Agents_. I made a ball with my web throwing it at the _Bomb_ making it hit the place behind the men before they ran forward avoiding getting killed but not avoiding the blast radius.

I saw him break dancing to avoid the shots of two men before I saw him pull down the man on the right before he was about to shoot the man on the left with a _Crossbow_. I shot a web at the place where the arrow would come from when I jumped over him making him get hit with the _Nock_ and the _Fletching_ / _Vanes_ which caused him to make a joke before I told him that I did see what he did.

He told me that I must have an _Angel_ on my shoulder telling me I shouldn't 'unalive' someone but before I could I saw a blue _Spider-Man Angel_ with a _Harp_ on my right shoulder who was shot by a _Deadpool Devil_ with a giant gun. The _Devil_ told me that if I want to make big bucks I should ditch Fury's rules before he poofed away.

I asked if he's a _Mercenary_ which is something I already guessed before he called me a ' _Goody-Two-Webs_ ' saying that the bad guys aren't going to return the favor. _Arrows_ were then shot into his back before I asked about it and he told me he has a _Healing Factor_ that would make _Wolverine_ envious before I said I have a _Healing Factor_ like that as well.

"What's yours?" he asked me before I said I can heal from life threatening injuries in less than five minutes others five to ten before he told me how he got his _Healing Factor_. I know that he didn't get his _Healing Factor_ from falling into a _Radioactive Pool_ before I said that was enough.

I told Taskmaster that _Deadpool_ and I have come here for the _Hero Identity List_ before he asked what I was talking about but when he realized I said ' _Deadpool_ ' he freaked out. I felt bad for _Taskmaster_ when he was kicked to the ground by _Deadpool_ and when he said _Deadpool_ was out of his mind to be here.

 _Deadpool_ blocked _Taskmaster's_ moves making him fall to the ground when he threw him before I asked how he does that. He started dancing and I almost laughed at how _Deadpool_ beats _Taskmaster_ before I saw him pull out a huge gun.

I jumped onto the roof shooting a web at the gun pulling it up to me before _Deadpool_ said I was no fun which I was glad about because his definition seems to be different from mine. I shot webs at _Taskmaster_ webbing him to a wall before we ran into a _Computer Room_ seeing that my _Identity_ was going to be revealed first.

I tried getting the _Hard Drive_ but _Deadpool_ pushed me out of the way before I could making me hit the ground. I shot a web at the _Hard Drive_ getting it before turning it off so he won't see it making him pout before he spouted names at the top of his head.

I asked if he was going to spout names from _A-Z_ until he gets it right before he rested his head on his arms telling me 'no' but jumped in front of me spouting another name with a ' _B_ ' this time instead of an ' _A_ ' which was just as annoying. I told him he wasn't well before he started laughing and said in a deeper voice 'I know' which made me sigh.

I walked out of the building before I told him that I'm going to call _SHIELD_ to pick up the file and _Taskmaster_ before he broke my _Wrist Communicator_. "You really have changed Wilson" I told him before he asked how I knew his name making me sigh before _Taskmaster_ told me he got the _File_ from _Deadpool_ making me sigh again.

 _Deadpool_ said that he swiped the _File_ from _SHIELD_ but _Taskmaster_ swiped it from him when he left his pouches in the _Restroom_ making me sigh at him again. He said that he had _Indian Food_ and his legs were numb because he was in there so long.

I asked him if it was for the money and he walked around me saying that I if I ditch Fury he'll cut me in for 10% and be a team with him before I pushed him away. "You're the first person I met who smells of three demonic powers" I told him before he asked if we were going to fight then and I nodded crossing my arms.

He told me to look down before I did seeing a _Bomb_ that was about to explode tied to my waist before I told him that he's really annoying hearing him say that he knows I mean 'love' instead making me cringe. I turned around too slow to dodge before he sliced my throat which is really bad before I shot a web at his sword pulling it to me cutting the cloth kicking the _Bomb_ into the air before I tied the cloth around my neck twice to keep it from bleeding so much.

I was putting pressure on my throat when the sword landed beside me and I realized it has a silver lining making me groan before I winced. I asked I he was out of his mind before he said 'totally' and that the _List_ is going to make a _Supervillain_ really happy.

He then said that he's going to be very rich before he turned around to face me half way saying that he'll only partially 'unalive' me if I give him the list but he technically already did. _Deadpool_ lunged at me making me hit a trap with my hindquarters before we stopped trying to punch each other.

When I saw _Arrows_ flying I pushed him and myself into the pond before we saw a multitude of _Piranhas_ and a stream of my blood from my neck. We ran out of the water before I glared at the _Piranha_ making him let go before I caught him throwing him into the pond when he tried getting away from me.

I hit _Deadpool_ in the head when he started laughing saying that I said 'traps' when others would've laugh at the other word I'd said. We started fighting like little kids before he brought a gun out shooting me with it.

I kept dodging it when I asked if he's obsessed with money ignoring him until he said that as long as he's having fun with said money before he asked 'what was that?' when he stepped on a trap. We jumped into the air continuing our kiddie fight because we had to dodged the multitude of _Bombs_ that chose to levitate in the air from the mud.

He said that I sounded just like Fury but not as cool when I said we have to follow rules or else people will get hurt before asking if popping out my eye would fix it. I told him he was a _Psycho_ before he said that he loves the name calling game.

'They should call you _Elevator Operator_ because you're bringing me down'

'They should call you _Tonsils_ because you're a pain in the neck'

"Salt in the wound" he said pointing to my neck before I said 'haha very funny' in a sarcastic tone before I told him he's probably going to tell me to soak my head and I don't even know why I suggested it. He said it would look even funnier in his 'imagination' before he picked me up and threw me into a pond with a _Mallard_ before I got out telling him he can't attack me with puns.

'Puns and bullets and pointy things yes I can' he said creeping me out when I saw his white eyes swirl. He said that he's running the show now saying that this is just the tip of the spear before he got one out shooting me with it but I dodged.

He said good moves but he has to give me the hook pulling me off the wood railing I was holding before I told him he can't string things along. In the imagination I was on the end of a fishing pole while he was fishing me out of the water as I looked around to see puppets laughing before he said Fun House and I said Mad House.

I asked if he was getting a kick out of this before I kicked him making him hit a fence before he brought out a _Gatling Gun_ shooting me with it. I told him to fight me however but he isn't getting the _List_ as I shot _Web Balls_ at the gun jamming it.

I shot a web at his chest before pulling him into a pile of hay welcoming him to the _Funny Farm_ where he belongs before he pointed behind me telling me not to count my _Chickens_ before they hatch. I ran from a brown, golden, and white _Chicken,_ the brown one being really mad at me before I heard _Deadpool_ say he can ' _Fantasy Fight_!' till the _Cows_ come home which was the wrong thing to say.

He ended up on the ground telling me he walked right into the one before he told me 'forget _SHIELD_ , forget Fury's rules, forget these shiny sticks are swords and jump right on' which made me shake my head at him again. We were in my mind when I told him that I was throwing a book at him before I did it, when the book opened it glowed saying Uncle Ben's speech before _Deadpool_ said that it wasn't even funny.

He got _KO'd_ before I told him I mastered _Fantasy Fu_ , he said that most people don't have morals before asking if he already told me his _Origin Story_. "I know you were bullied and beaten by bad kids in alleys and such but I don't know the rest" I told him and he asked me how I knew that much before he continued where I left off.

Fury took him into his _Hero School_ and for a while he bought what Fury was saying but he realized it was more fun to laugh at the pain, to hurt those that hurt him times a thousand. He told me that I won this round for making him feel emotions and stuff before he said that he was going to go cry himself to sleep at home on his bed made of money.

When he left I heard him say that his butt's burning from the _Jetpack_ before I put pressure on my neck again because I could feel blood dripping down my neck.

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 **A/N: Hello, I finished writing this at 9:06 P.M. on September 25, 2016.**

 **I do hope you like this story and will continue reading, see you next Monday.**


	34. Venomized Goblin

**A/N: Hello, I do hope you like this chapter and story and will continue reading. The next chapter is an episode I didn't write last time when I was supposed to so I am sorry in advance for it.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Thirty-Four: Venomized Goblin

Peter's POV

I was hanging upside down in an abandoned factory when my _Spider Sense_ went off so I dropped to avoid the exploding _Pumpkins_. I really did not want to fight him again, last time I did the _Helicarrier_ went down and my team lost their home at the same time.

 _The Goblin_ threw _Smoke Bombs_ on the ground making my team and I fly backwards, I saw _Power-Man_ try to throw something that he hit but that wasn't meant to be from it being shot out of his hands making him fall in the process. I saw _Iron Fists_ run to punch him but when he got close enough his hand was grabbed and he was thrown into _Nova_.

I shot a web between two walls making a net for them when they were going backwards so they won't crash but I am glad I got the calculations right or they would've crashed. I jumped onto a column to try and see what upgrades _the Goblin_ made to his _Glider_ since that's what _SHIELD_ saw him doing and that's why we're here.

 _Goblin_ threw another _Smoke Bomb_ so my team wasn't able to get him before I jumped down landing slightly in front of _Tiger_ to her right and slightly behind and to the left of Luke. _Goblin_ was provoking my team by saying that we'll have to do better than that which I know he's right I just don't want them angry or something because that'll make it worse.

 _Nova_ said that we have to kick his butt making everyone else go after him but they did so without a plan or strategy which I tried to get them to stop but they didn't listen. I shot a web at _Goblin's Glider_ to hopefully get him to stop but it went too fast causing me to go with him before he pulled me up to him punching me.

I skidded to a stop in front of _White Tiger_ before I heard him ask if we were 'done already?' before holding up to _Pumpkin Bombs_ saying he was just getting warmed up. _Nova_ glowed before I told my team to go as I shot a web and they did with their own type of _Battle Cry_.

 _Nova_ shot _Goblin's_ chest continuously before _Power-Man_ threw a wooden octagonal crate at him hitting him in the head. I shot a web spinning around the _Goblin_ to make it look like a _Straight Jacket_ before _Iron Fists_ punched him.

Ava scratched his _Glider_ making him hit the wall behind us and I could tell that he did this on purpose but I don't know what for. "This is bad" I said when I saw him fall to the ground, he hit walls and a bunch of other things harder than that and was just fine so I didn't say that we won.

Time Skip: _Tricarrier_ Arrives

I heard _Power-Man_ say that was too easy after saying that he isn't complaining but it did sounded like he was worried. _Iron Fists_ said that his chi was unaligned before Ava said that she thought we were 'blowing it' but a win is a win.

I heard _Nova_ say that he can't believe us because we're complaining about how we won. "He has a different plan in mind _Nova_ , he's hit walls harder than that and was just fine, he had no other injuries because we barely got a hit before then, and he kept trying to provoke us" I told them when the aircrafts door closed and I turned around.

"We won either way _Webs_ , do you even know what his plan is? If you don't worry about it when it happens" he told me with a smirk making me sigh. My _Spider Sense_ went off once the carrier was a mile or more above us which is something I definitely don't like.

Time Skip: The Next Day

I was swinging through the city before I landed on a _Semi_ advertising the _Daily_ _Bugle_ before doing a front flip off of it shooting two webs on either side of me as I swung to where Harry's at. I crawled up a wall on the building Harry's on when I stopped seeing him leaning on the roof's ledge before I continued crawling.

I jumped down on the roof walking to the edge looking at Harry before I looked down at the city "did you see the news? About your dad anyway?" I asked before I told him that I know it's a hard time for him but I'm trying to get his dad help. "We can't really follow the _Scientific Method_ if he's not around long enough to do so Harry, I try really hard to get my team to not hurt him as much when we see him" I told him when he asked how beating and incarcerating him helps.

Time Skip: _Tricarrier_

I walked into the room that's next to the _Goblin's_ who was bound upright in the air before I asked Fury if he was going to cure, kill, or contain _the Goblin_. Fury chose contain more specifically, _Solitary Confinement_ , on their _Lunar Base_.

"I hope you at least try and help him in the process because normally for those who are insane, crazy, or the like that have no contact with other beings worsens their condition" I told him before he asked what I meant. "Inmates with psychiatric disorders or the like if put in complete isolation either never get better or they get worse" I told him and he nodded.

"If you cure him on the _Lunar base_ , with the fact that the _Serum_ is making him like this, then I don't think it would be too much of a problem if you send him back after he's cured" I said before he told me that he'll think about it because his number one priority is to keep people safe. "Norman Osborn or _the Goblin_ is human underneath that green skin Fury, that's normally what people look like on the inside" I told him before he nodded again saying they'll try but to not get my hopes up.

"I would watch him and be careful Fury, he let himself be captured from what it looked like so I think there's something on the _Tricarrier_ he's looking for" I told him before I left saying I'll get started on the cure. I swung landing in front of _Doc Oc's_ cell knocking on it "I need your help since you're the only one who knows the concoction" I told him when I got his attention.

He asked me what I meant so I opened the door walking closer to him saying that it's a cure for Mr. Osborn since he was the one that made _Serum_ that made Mr. Osborn that way. He said that I was right because he did concoct it and the only one with the mental capacity to grasp his genetics and state of mind.

"I know _the Goblin_ wants something, whether it be you or the _Symbiote Sample_ , on board doesn't matter to me all too much but I think it means a lot to you" I told him before he asked if he was really on board the ship making me nod. He asked if we were insane and I shrugged saying I don't have a say in where he's taken to and/or incarcerated at.

I heard in the distance, when red lights were flashing, that there's a breach in _Lab 52_ which I know is where the _Symbiote Sample_ is being held. I told _Doc Oc_ that I'll be back before I swung hearing him say in a worried tone that I can't leave him in there as I swung into the corridor on the left.

I swung again before I let go doing a back flip to not hit the ground too hard or so I can actually stick the landing instead of falling on my back. I heard various screams and I knew it wasn't good before I saw two _Agents_ run by.

I saw the third trip and I was about to get to him to ask what happened before the _Symbiote_ , much darker than when I last saw it, cover him when I heard him tell me to stay back. It covered him entirely and I saw edges of the suit waving in small quantities so I knew it wasn't complete.

I turned around when I smelled burning wire behind me to see another one in the same type of suit which is definitely not good. The two screeched at me as they ran at me but I jumped making them run into each other falling to the ground on a top of the other.

Another one showed up after I ran before I saw him jump on the wall of the fork when I turned left shooting a web to dodge him when he jumped at me again. I shot two webs in front of me making a slingshot before I shot myself between his legs because I can't hurt him.

I saw two 'normal' _Agents_ in front of me before I told them to follow not shoot but they shot anyway making the _Symbiotes_ jump on them turning them into _Venoms_ as well. I dodged the claws of the one in front of me by taking a step back before I leaned back when he slashed at my chest when he moved towards me making me look at him.

I shot a web at his face when I was facing the other _Venoms_ , including the one I was fighting, because the one I was fighting circled me when he slashed. When he tried to get the web out of his eyes he was pushed to the side by another _Venom_ before I jumped over that one pushing off his upper back with my left foot.

I shot a web at his back when he tried to stop himself from continuing forward shooting another web at the ceiling a few meters behind me tying them together just in time because another one tried attacking me. It was just in time because when that one lunged at me I had tied them together fast enough to where the one I shot the web at was pulled backwards into the other one.

I ran into the other corridor scanning my hand on a scanner making the corridor with the _Symbiotes_ get cut off from the room I'm in. I was glad I have yet to face Fury yet but when I turned around I saw Agent Coulson being taken over before he looked up at me telling me that I can't let the _Symbiote_ touch me.

He was taken over at that point so he ran at me faster than the other but I jumped to the left to dodge glad that I did because when he punched the wall there were two indents with a web of cracks coming from them. "You are even faster as a _Symbiote_ Agent Coulson" I told him before I jumped onto a table just in time to dodge two slashes from him.

I jumped backwards onto a table that was diagonal from the one I was on when he cracked it and did the same with that one to before I jumped shooting a web at the ceiling as I pulled myself up. I stuck to the ceiling but as soon as I started crawling I dropped down because _Venom_ reached hitting a few centimeters in front of me making me lose my grip on the ceiling.

I landed on my feet though before I jumped back when the _Symbiote_ lunged at me, I moved behind him when I dodged his two slashes before I jumped onto the wall behind me to dodge the third. I wasn't able to move out of the way when the _Symbiote_ grabbed me because I was too caught up in trying to think of a way to incapacitate him without harming him.

I was glad that Fury shot the _Symbiote_ making him fly to my right dropping me before then. I heard Fury tell Agent Coulson to either stand down or he'll take him down before I jumped onto the wall facing the ground across from Fury.

"Thanks for that but I think he needs to attack me now so I can try something, would you mind letting him?" I asked him shocking him before I heard the _Symbiote_ screech. I shot a web on the left side of his face "come and get me Agent Coulson" I said when he tried getting the web off his face.

I opened a hatch when he ran at me shooting a web at his right ankle which made him trip inside the hatch before I closed it. I smelled another _Symbiote_ behind me but it was faint even though it was steadily increasing in strength.

When I looked over I saw that this _Venom_ was different in the fact that his right arm was a gun and his left eye was a small circle meaning that he's Fury. I jumped avoiding a shot before I jumped on the wall behind me to avoid another shot and then stuck my hands to the ceiling to avoid a third shot.

I swung side to side so he wouldn't have clear aim but when I saw him pull the trigger I swung to the right off the ceiling before landing and jumping onto the table behind me to dodge a shot. I jumped on the wall to my right to dodge a shot and rolled on the ground when I landed to dodge a second shot.

I jumped onto the wall again before jumping to push my body off the table with my hands when I landed to get onto the ground before a gun was in my face. I jumped back shooting two webs while I was in the air to dodge the shot and get them on the hand gun.

I was being an idiot when I didn't pull the webs on the gun to do something because I was slammed into a table breaking it. I jumped into the air dodging Fury but not missing that his left eye was an ' _X_ ' instead of a circle.

I jumped again sticking to the wall to dodge a shot directed at my stomach before jumping to my left to dodge another shot. I landed on a table but had to jump onto a table in front of me because I was shot at again before I leaned forward to dodge a shot aimed at my ribs glad that I didn't need to move too much to dodge it.

I threw something that looked like concrete at Fury but it didn't deal him any damage from him running straight at me when the dust cleared. I leaned backwards when he slashed kicking him in the jaw before I tried doing it again getting my right leg grabbed and thrown into the wall my head being a centimeter from the ceiling.

I jumped off the wall dodging a shot before I saw he was about to shoot again so I shot a _Taser Web_ at the right side of his chest. I tried telling him to fight the _Symbiote_ when I saw his face but he didn't hear me with the _Symbiote_ trying to take over again so I looked around.

I saw an _Electrical Box_ on the wall behind Fury so I shot one at it conducting the electricity making my body jerk from it before I heard him tell me to keep it up but I feel that there's something he needs to tell me and it'll take a while. The power went out in the room which means I need more electricity before my eyes glowed green so I could see.

I ran from the room taking a left to initiate _Plan B_ hearing Fury screech before I found the room where my _Iron Spider_ costume's at. I grabbed it putting it over my shoulder as I swung from the room.

I put it on my back before I pulled the straps when I heard and saw three _Symbiotes_ activating the backpack before I was completely covered by the suit. I shot at the _Symbiote_ on the right and left before shooting the last one activating the _Rocket Boots_ so I can get to _Doc Oc's_ cell.

When I reached the cell I punched _the Goblin_ who was saying something about getting revenge on everyone who wronged him and he was starting with Dr. Octavius. He flew into the wall before I heard a voice come over the speakers saying that _SHIELD_ _Security_ has been breached and the automated self-destruction failsafe sequence has been initiated which isn't good.

I saw a _Symbiote_ land in front of me before I shot it making it fly backwards making me activate the _Rocket Boots_ to grab _Doc Oc_ bringing him to his arms before he asked for them. I told him he has to make an anti-venom for the _Symbiote_ , he nodded saying that's fine since he'll do anything to get his arms back.

I brought him to the room before I saw his arms wiggling in their case, I set him down still holding his shoulder before I threatened that I would give him to _the Goblin_ if he starts his villainy with them. I shot the case freeing his arms before I stepped back when they raced towards him locking into place on his back.

I told him to start and he told me that it's a very delicate procedure and that he's most likely the only one in the world who can do it. I heard him ask where something was but he didn't say what exactly because I handed him the flask with the sky blue transparent liquid.

I said that he might need the chemical in the flask I handed him next which had a transparent yellowish green compound in it. He told me that was very good and that he was surprised at my adequate ability as an assistant which I don't mind him calling me.

"I did make my own but it was incomplete with the lack of knowledge I had on the formula you created to cause the change" I told him before he said it was a valiant effort on my part but what is needed with _the Goblin_ is something better than what I could make. I nodded before I heard the crunching of metal which isn't good and from the smell I'd say that _Goblin_ and _Venom_ are together now.

 _Venom Goblin_ moved smoke out of the way when he yelled how _Goblins_ and creatures do before I heard Dr. Octavius say that since I'm _Goblin's_ and _Venom's_ enemy they should destroy me first. I didn't say anything about it because he has to make the anti-venom before I heard _Goblin_ tell us to look at what he's become.

I told him I liked him better as Norman Osborn before I heard _Doc Oc_ say that I should keep _Goblin_ occupied so he can complete the anti-venom but I'm not entirely sure I should leave him to do it by himself. I shot at _Goblin_ twice in the shoulders before I activated the _Rocket Boots_ pushing him into a wall before I stopped doing so.

I pulled myself over his back with my left hand when he lunged at me shooting him before I jumped back, his arm stretched towards me but I jumped to my left to dodge it. I rolled forward to dodge the stretching arm again before I activated all the _Repulsors_ making me go into the air before I backed up but not far enough to where I could avoid getting grabbed.

I was slammed into the table before I was thrown into a wall passing _Doc Oc_ in the process. I think I gained even more bruises and maybe a small fracture in my spine from it before I pushed my upper body up when _Doc Oc_ said to keep it down because he's trying to work.

I shot a _Repulsor_ at _the Goblin_ twice before I heard him say that my time is up before the iron legs came out pushing me through the opening _Goblin_ made and into the hallway before I started running when they retracted. I activated the _Rocket Boots_ before I turned around to face _the Goblin_ shooting him twice before I told him to come and catch me flying down the hallway.

I moved to the right to dodge the _Symbiote_ when I heard _Goblin_ snarl when he attacked before I called _Doc Oc_ asking if he was done yet. "It can be rushed actually, unless you _want_ to be blown to smithereens?" I asked him rhetorically as the countdown clock for the self-destruction of the _Tricarrier_ showed five minutes and counting.

I hope Dr. Octavius will be ready by the time we reach the _Lab_ otherwise this'll be the worst day for him, besides the day his _Lab_ exploded and when he got in that accident. I saw a dead end before I turned around to shoot _the Goblin_ but he was closer than I thought so I dodged the slash going backwards to hit the wall before he told me he was 'ultimate power incarnate' which I don't think is true.

I started running to dodge the shot but that made the _Coolant Pipe_ burst, I kept running down the hall calling Dr. Octavius telling him that I'm running out of running room before he said he only needs a little bit more time. I jumped over a slash of _Symbiote_ before he asked where I was after he said he was done.

 _Goblin_ jumped on me making us go through a wall that separated the corridor and the _Lab_ Dr. Octavius is in. He punched twice but I dodged twice before he got annoyed grabbing my left arm and pulling me up making me hit the ceiling before slamming me into the ground again.

I played dead before he screamed at me so I shot at him with my right arm making him let go of me before I got up. I told Dr. Octavius to release the chemical compound before _Doc Oc_ stepped back when _Goblin_ stepped closer telling him to give it to him.

I shot a web at the blue liquid before I threw it to the ground breaking it and causing the blue smoke to fill the room going into the vents before the smoke cleared, I went to Mr. Osborn who was about to collapse catching him before he could. "Thanks for that" I told him before he told me that he doesn't want to be around when the consequences of _Venom_ being separated from his host appear.

Technically I don't want to be either however I still have a ship to keep from self-destructing before he left through the _Escape Pod_. Mr. Osborn asked what was happening before I carefully set him on the ground when I saw the consequence _Doc Oc_ was talking about.

I asked the computer to open _Airlock JP12_ and to flush the _Main Lab_ before the _Symbiote_ came towards me but I was glad the _Airlock_ opened before he got too close. I saw it grab onto the doors while I held onto Mr. Osborn's wrist webbing his hands to the ground so he won't be sucked through.

I was being sucked through to the _Symbiote_ however before I started shooting glad that it got off the ship but not so glad when I was brought with it and especially not happy when it grabbed me so I couldn't move my arms. The _Symbiote_ cracked my _Face Plate_ before I saw warning lights telling me that my armors taking a lot of damage before I got out of its grip shooting at it.

The suits power level was depleting before I looked behind me to see the ship many meters behind me before I decided the best chance I have right now is to give it everything I have and hope it works. It worked but I hit my back on the entryway slamming me on the ground "I really hope Fury stopped the countdown" I said before the voice said that the self-destruction will start in five seconds making me hit my head on the ground.

I heard Fury say that the _Automation Sequence_ is a bit too sensitive for his taste when it stopped making me look up at him. "Yes it is, can someone plug in my suit though? The battery's low" I asked before they did and I thanked them for it.

Time Skip: Harry's _Roof_

I landed on Harry's _Roof_ before he asked what I wanted "do you want to hear about your dad?" I asked him before he turned around saying he wants to. "I said I was doing what I could to help him and for the most part I did" I told him before he asked me to take him to wherever he is but I shook my head.

"I can't do that but I can show you how he's doing at least" I told him pressing some buttons on my _Communicator_ showing him his dad in a _Med Bay_ bed on the _Tricarrier_. He asked me if his dad was okay when he looked at the _Hologram_ and I nodded saying he only needs to recover for a long while then he'll be fine.

"I'll get you guys back together somehow Harry I promise you" I told him before he said that he'll believe it when he sees it and that everything's changed. I went to another building calling Fury asking how the _Tricarrier's_ doing.

He told me there's a lot of damage but it'll be fixed soon because they've had a lot of practice putting it back together. "Sorry about that Fury, do you know where _Doc Oc_ went?" I asked him but he told me that the trackers lost him somewhere in _North America_.

I sighed before he told me I did good work today which made me smile under my mask "how's that? I knew he was going to do something on the _Tricarrier_ and I told _Doc Oc_ that _the Goblin_ was probably after him and the _Symbiote_ and I was right about it" I told him. He told me that I singlehandedly went against _the Goblin_ _and_ _Venom_ and won but what he was most proud of was that I didn't give up on a friend.

I didn't give up on Mr. Osborn even though everyone, including Fury, gave up on him; I did everything thing I could to save him which is what a hero is supposed to do. "At least I'm making up for my mistake little by little thanks Fury" I told him before he hung up without commentary or questions.

* * *

 **A/N: Hello, I finished writing this at 7:41 P.M. on October 1, 2016.**

 **I do hope you like this chapter and will continue reading.**


	35. Revisit

**A/N: Hello, I do hope you like this chapter and will continue reading. I am so sorry I didn't write this last time when it was supposed to be written I just didn't know I would need it later.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

* * *

Chapter Thirty-Five: Revisit

Peter's POV

I jumped down asking where everyone is because we were in a _Training Mission_ with _Captain America_ which was cool but weird at the same time. _Iron Fist_ said that no one can harm you more than your own unguarded thoughts which I know is true.

I told him to jump when my _Spider Sense_ went off so we could dodge his _Shield_ before I slid down an angled slope. I watched as _Captain America_ ran in a diagonal before I heard _Nova_ say that it's game over.

I said his name but that just made him shoot at me when he was shooting randomly earlier. "Stop shooting so randomly _Buckethead_ " I told him before he said he's everywhere asking how that's possible making me sigh since it is possible.

I ran up the hill that _Nova_ was taken down behind since I heard him screaming before I stopped at the top to see _Power-Man_ and _White Tiger_ tied to a pole. "Guys are you okay?" I asked them before I smelled aftershave and _Vibranium Steel_ so I jumped down which was a mistake because it left me barely any time to dodge the _Shield Captain America_ used when he jumped at me.

He hit the wall on the left side of my face when I was leaning against it before tapping my forehead saying that he wins which was going to be the outcome either way. He said his name's Steve Rogers and that it's a pleasure to officially meet us all before he took his _Shield_ out of the wall so I could move.

I asked if we could do it again so he asked if we wanted best two out of three making _Tiger_ say in an enthusiastic voice 'yes' which I had to plug my ears for. She asked, putting a hand on my shoulder, how many times you get to learn battle strategies from _Captain America_.

 _Nova_ said 'just this one time so far' saying that he thought she was good at math before I sighed at them and their antics/sarcasm. Agent Coulson said that if _Captain America's_ done he has something to do but he didn't say what because _Captain America_ said that the recruits want another round.

He asked me if I want another go holding out his hand which I shook "it'd be an honor" I said before I let go saluting him how you're supposed to. He asked if I'd still feel that way in three minutes and I still would be regardless, as long as he doesn't have silver or obsidian on him.

Agent Coulson said we should just wrap this up before something disastrous happens before I smelled the air. I didn't say what I thought about Coulson's smell and just asked if that was the reason why we're learning from the best.

 _Captain America_ put his hand on Coulson's shoulder saying one more round before they go over the checklist saying Coulson's first name getting him to agree. We all backed up before _Power-Man_ said that he's going to show _Captain America_ why he's called ' _Power-Man_ ' before I sighed again.

 _Captain America_ said that the first one to knock him out gets to keep his shield which I know he's being cocky about before I smelled the air again to see that _Power-Man_ and _Nova_ really want to knock him out first. _Nova_ asked him if he knows how much he can sell it for on the _Internet_ before I growled at him making him shut his mouth when he was about to say something again.

He said that each of us think that our own unique power is our only asset so I'm thinking he doesn't know me that well if he thinks that. I heard _Nova_ say that this'll be awesome before I saw _Power-Man_ run towards him but all _Captain_ did was move ninety degrees his left foot staying in the same place to dodge.

I saw _Captain_ dodge again before he threw _Power-Man_ at the wall seeing Agent Coulson step to the left to dodge him. I saw _White Tiger_ and _Iron Fist_ run at him but _White Tiger_ was grabbed and thrown back at _Iron Fist_ making them hit the wall behind me.

He told us that if we use all our skills we'll become unpredictable before I shot two webs at him but they hit Agent Coulson instead before his suit fell off showing _Captain America_ under clothes. He told us that they aren't his but I ignored it opting to shoot _Captain America_ who kept dodging, I made sure not to hit _Power-Man_ or the others though.

 _Iron Fist_ went to attack next but it _Captain America_ clung to his arm before _Iron Fist_ got free. The two kept dodging and hitting the other back and forth and it was a pretty good fight to watch before I heard _Iron Fist_ mention a few _Fighting Techniques_.

I heard _Captain_ say 'all of the above' before he dodged _White Tiger_ , _Iron Fist_ attacked next and they were fighting for a few seconds before _White Tiger_ jumped to attack from the wall. I shot two webs which probably wasn't the best idea before I was used to knock my team off their feet.

I was pulled up and into _White Tiger_ by _Captain America_ when she tried to jump and claw him before I twisted in the air to land on my feet glad that _Power-Man_ caught _White Tiger_. I found my gloves off which was something I wasn't surprised about before I asked where he learned that trick.

He said he learned it growing up in _Brooklyn_ which didn't surprise me before I saw him put them on saying that our tools are just one tool in a toolbox. I saw _Captain America_ use my _Web Shooters_ like they were simplistic toys which made me think I need to upgrade them before I saw him take _Nova's_ phone which prompted _Nova_ go after him.

 _Nova_ was blinded before he rolled at me making me jump to avoid falling on the ground. "Thanks for the _Second Round_ I think you have real work to get to" I said and he nodded before saying that every battle we learn from is a win which I knew already.

I heard Agent Coulson say that they have important _SHIELD_ business to get to before he told _Captain_ that he would write a memo asking him to go to his office for the work. _Captain_ said he was going to leave his _Shield_ here before I looked to _Nova_ who had a smile on his face making me very nervous for when _Captain_ leaves.

 _Captain America_ said we can hold it but we can't throw it because it's a weapon and not a toy before we all saluted him saying 'sir yes sir' and he left. I walked over to it picking it up saying it's very light ignoring _Nova_ and the others talking before _Nova_ said he wants to hold it.

I was hesitant since I hoped he won't do anything he shouldn't with it before I gave it to him going over to stand across from _Power-Man_. "Don't throw it _Nova_ " I told him before he shrugged telling _Power-Man_ to catch before it bounced off of him and through the window.

"I said don't throw it _Nova_ " I told him before I jumped out the window to get it back before something bad happens to it. I opened the _Web Gliders_ hoping to get the _SHIELD_ so _Nova_ and the others won't get into trouble before I shot a web not getting it because I was being stupid.

 _Kinetic Energy_ is absorbed and bounces off of it before I heard a *chink* seeing Tony flying "hey Tony sorry about that, text you an explanation later" I told him hearing him tell me that he needs one later. I saw the _Shield_ capture _Trapster_ in his own glue before I pulled Aunt May and her groceries out of the way of the _Shield_.

I felt something bad about to happen when I smelled an _Imitator of Miracles_ and snow which isn't good because that's _Doctor Doom's_ smell and it's close to the _Shield_. I landed in front of where the _Shield_ landed and read the plaque groaning when I also realized it landed on _Latvarian_ _Soil_ in the _Latvarian Embassy_.

I climbed onto the gate to see _Doctor Doom_ had the _Shield_ like I figured he did making me groan again. "Could I have my _Shield Doctor Doom_ sir?" I asked him before I pondered the idea of asking Fury for help but that would mean _Nova_ would get into trouble and it seems like he lives on the _Helicarrier_ with how early they get there and that would make his punishment worse than mine.

He asked why I would have a replica of _Captain_ _America's_ _shield_ making me sigh "Agent Coulson's a big fan of _Captain_ _America_ and it's a present for putting up with my antics for this long" I told him before he told me to wait there. I didn't wait however because my _Spider_ _Sense_ rang in my ear and I heard and smelled a _Missile_ heading towards me.

I dodged twice before I jumped swinging to make sure that it doesn't hit anything or anyone in the process. I spun around a _Lamp Pole_ landing myself on a building before I heard the _Missile_ coming at me, _Captain America_ appeared kicking the _Missile_ away though.

He asked where his _Shield_ was making me look at the ground "I couldn't exactly get it away from… _Doctor Doom_ sorry" I said rubbing the back of my neck before he said he wasn't angry. "Did my team tell you what happened?" I asked him before he nodded saying that _Nova_ tried blaming it on me before I told him it _was_ my fault.

"No it's not, you came here to find it that's better than not looking for it and trying to get it back to keep a team member from getting into trouble is admirable" he told me when we went over to the _Embassy_. I asked him how we're getting in when _Doctor Doom_ has _Diplomatic Immunity_ making him tell me that it doesn't matter anymore because he shot a _Missile_ in _New York's_ streets.

He said we have to be smart though because we don't know what else could be in there so I nodded before I jumped over the concrete fence right after he did the same. He told me to follow him but to be quiet so I did after he told me his _Shield_ is made from a _Vibranium Alloy_ so I followed looking both ways each time to make sure no one's watching.

He told me that if _Doctor Doom's_ able to use his _Shield_ he can make any weapon/army indestructible before he told me that we should move now. I followed him landing on the railing of a balcony before he activated a trap which started shooting lasers before he jumped off the balcony, I jumped on the one above jumping down after he ran to a door.

I swung through the door he busted down before I saw _Guard Dogs_ who were all black but had red eyes sort of like the _Guard Dogs_ / _Perdition Hounds_ in _Perdition_. _Captain_ told me to go hide while he does crowd control and I nodded doing as he said before I webbed down the hounds right before he told me to.

He looked surprised I did that and didn't realize I did until he said it which surprised me. I jumped on a dog breaking it before I shot a web at another crashing that one into the other ones to help him.

I went down the hallway with him before I spoke "I have a bad feeling about this distraction" I told him and he nodded saying that _Doctor Doom's_ using this as a distraction so he can analyze the _Shield_. Another set of doors opened revealing a crowd of _Doom Bots_ before we ran down the hall away from the bots opening the doors in front of us.

When we got in I shut the doors webbing them shut before _Captain_ pushed over a table telling me this is just to slow them down which I nodded at. We ran through another door this one leading to a staircase before we ran up it hearing metal hitting rugs and concrete.

"Why do they have to be so loud?" I asked holding my hands over my ears before I jumped kicking down the doors in front of us while at the same time avoiding the _Lasers_ from a _Doom Bot_. _Captain_ told me 'web wide then run' so I did so quickly and efficiently before running again going through doors.

He told me the _Shield_ isn't here but I could tell it was from the still there scent of _Vibranium_ before we ran to a computer before he said it was all in _Latvarian_. _Latvarian_ wasn't hard to read before he said that _Doom_ was using this as a _Base of Operations_ to plan an invasion on _New York_ , _Washington_ , _Dallas_ , and _Cleveland_.

I heard the door get busted open before I told him we have company, he pressed a button which I didn't question because I could read ' _Doom Bot Master Control_ ' in _Latvarian_. He told us to go to the roof and I nodded before we left to see _Doctor Doom_ getting into a ship, when he looked at us he got in pressing some buttons on his _Gauntlet_.

Ten _Doom Dogs_ appeared in front of us and _Missiles_ were pointed at us as well which made me groan before I asked if he has a plan. He told us we stop _Doom_ at all costs before running forwards moving two dogs out of the way.

He was shot away from _Doom_ before three dogs were on him and I looked down to see three near me. I growled at the dogs making them back down before I shot a web at the middle one throwing it at the wings of _Doom's Jet_.

I growled at the dogs on _Captain America_ getting ones attention before I shot a web at that one pulling him into the other one surprised they didn't move from where they were laying down. I ran shooting a web at _Captain_ before jumping off the roof with him grabbing his right wrist with my right hand shooting a web at the _Jet_.

We got onto the _Jet_ punching the _Windshield_ before he said that we can't arrest him on _Latvarian Soil_ which made _Captain America_ say that we're not on soil but in _American Airspace_. I dodged a shot before I shot a web at the controls making us land in the middle of a park making me glad it was vacant.

He told us not to take a step closer before _Captain America_ said that the _Shield_ doesn't belong to him before _Doom_ asked how he could leave it in the hands of children saying something I wish he didn't. He asked how he could leave a weapon so valuable in the hands of a 'being' worse than himself.

 _Captain America_ looked at me before asking him what he meant "he hasn't told you what he is has he?" _Doom_ asked before I shook my head saying I haven't. "I made some peace with what I did _Doom_ now give us back the _Shield_ or else we'll tell everyone that a shieldless _Captain America_ and a teenager beat you" I said before he shot a _Laser_ at us.

I performed a multitude of back flips to avoid it before I jumped to the side to avoid another _Laser_. "One last chance _Doom_ " I said before he told me he was going to destroy _Cerberus_ before I nodded saying that won't happen.

"I wonder if Fury's ready yet" I said looking to the sky to see the _Hellicarrier_ coming down and seeing four _Tanks_ on either side of us. "I would suggest giving back the _Shield_ and I'd say you're under arrest as well" I said before he spoke to me.

"Very well black dog but the _Embassy_ will have me out by nightfall" he told me and I nodded not surprised if it does happen. When he left _Captain America_ asked what he was talking about "truth is… I'm _Cerberus_ , I left my post guarding _Hades' Gate_ and that was my biggest mistake, I keep trying to make amends but things don't work out how you want them to" I told him and he nodded.

"I'll need proof of that later but I won't tell anyone" he told me and I nodded before I told him that _Hulk_ and _Wolverine_ already know making him nod before he said I did good. We headed to the _Training Room_ on the _Helicarrier_ before I told my team exactly what happened, minus the parts about _Cerberus_ because I can't tell them yet.

I heard _Nova_ say he doesn't believe the part about _Doom Dogs_ and Ava said she doesn't believe that I got _Doctor Doom_ deported. "I was the one that helped get the _Shield_ back, I just hope you guys don't get in trouble for it" I said before they asked why I jumped out of here for it.

"The team _Leader_ is responsible for every action taken by his team which includes _Nova_ throwing the _Shield_ and me not stopping him from throwing it" I said before _Nova_ looked over at _Captain America_ and I did as well. I heard Agent Coulson ask what we learned about _Tactics_ before I answered "pick your battles, you have more than one tool, and don't touch something that you don't know how to use" I said and he nodded before he told me that I'm in big trouble.

 _Captain America_ said that Agent Coulson should hold his _Shield_ before he turned to us saying that we have future _Avenger_ recruits here making me look out the window. "Even you _Spider-Man_ , your past mistakes don't matter right now so you're still able to become better than you used to be" he told me and I nodded before I got a bad feeling again.

 _Captain America_ asked Agent Coulson for his _Shield_ back so when he threw it I shot a web at it getting a hold of it before it went out the window, me following suit. "I got it" I told them before I pulled on the web slowing it down slightly.

* * *

 **A/N: Hello, I finished writing this at 6:34 P.M. on October 2, 2016.**

 **I do hope you like this chapter and will continue reading.**


	36. Is This a Game?

**A/N: Hello, I do hope you like this chapter and story and will continue reading. I know Wolverine isn't acting like himself in this and I am sorry if that annoys you.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

* * *

Chapter Thirty-Six: Is This a Game?

Peter's POV

I dodged a punch from one of the _L.M.D.s_ before I gave two back in his jaw knocking him down. I shot my web to go swinging to get another one which I got down easily.

I shot two webs at two bots pulling the two together knocking them down as well hearing Danny say they're simplistic but entertaining after he knocked one down to. I heard _Nova_ ask if we're that good because he's barely breaking a sweat 'something's wrong' I thought when _Nova_ said that, he's right when he said that and this is supposed to be training.

"Something's wrong their eyes are purple" I said when four came up, _Nova_ said it's time for _Round 2_ before he was on the ground because of one of them. I heard _White Tiger_ say something's wrong because they just turned deadly making me sigh.

"I thought I just said that" I told her before I heard Danny say that we should retreat to assess something before the _Training Room_ was on _Lockdown_. "Can't do that _Iron_ _Fists_ so might as well use brawn" I told him before Luke said that he's fine with that.

I jumped into the air when I was about to get _Lasered_ by an _L.M.D._ before I shot a web which was good even if I got pulled to him by him. I side sweeped it's legs before kicking it's back so he went flying.

I shot two webs at his back before I pulled down slamming him into the ground making him smoke. He got up though which I didn't like before I heard Fury or what looks like Fury say that the session's over.

We went into the _Ready Room_ before he told us that this was a 'test' by the _Techno Terrorist Arcade_ who is apparently a _Mutant_. His _Manifesto_ hit the _Internet_ yesterday stating his 'childish' and 'deadly' intent before he said not to worry because they have his seasoned pro on it and will be arriving soon.

He said we only have twenty-four hours before he cracks the code for _Nuclear Missiles_ which is what Danny had to ask about because he never said what until he was asked. Ava asked how serious this is before 'Fury' said _Arcade_ was going to launch them at various global targets to start _World War III_ as a sort of sick joke before _Captain America_ came in saying it won't happen if he has a say in it.

 _Nova_ said the living legend returns before 'Fury' said he won't be living for long shooting at him. "Knew it" I said under my breath catching my teams' ears as well as _Captain America's_.

"What are you talking about Peter?" I heard Ava ask making me sigh "that's an _L.M.D._ not Fury" I said before I saw some _Agents_ come in so I ran over to _Captain America_ and the others followed. I saw the _L.M.D._ appear before it turned back to Fury's facade laughing at the same time before I heard _Nova_ ask if anyone else was creeped out.

 _Captain America_ , the two _Agents_ , and I were the only ones to not raise our hands at that. It turned back into an _L.M.D._ before a screen came up with _Arcade's_ face on it as well as the decoded message that's required to send off the _Missiles_.

 _Captain America_ asked why he's doing this before _Arcade_ asked if we're having fun yet which is weird. "Think that'd be a no but do you know about me?" I asked him before he said he does and that he's surprised I'm not hiding.

He asked if anyone likes fireworks before some were set off on his screen getting _Power-Man_ to ask if this was a game or something to him. _Arcade_ said that he takes his games 'deadly serious' before he said 'and _Cerberus_ …' but was cut off by Fury making me frown.

I heard Fury say that he really needed that before we went up to the landing of the _Tricarrier_. "We don't have time for _Diplomatic Channels_ but you'll be taking _Spider-Man_ with you since he seems to be able to tell the difference between real and fake" I heard Fury say and I was surprised that I get to go with him.

"Just like old times except I get a partner, come on _Spider-Man_ " I heard _Captain America_ say and I nodded before I went with him into his _Jet_. The _Jet_ got close to the water and I wondered why but didn't ask before I saw a city that looked golden with shadows at the edges.

It was beautiful so I asked if we were there yet " _Arcade_ " I growled when my _Spider Sense_ blared in my ears. "We're in danger then" he asked me making me look to his steering wheel which decided it didn't want to be used by _Captain America_ anymore as it receded.

I heard _Arcade_ tell _Captain America_ something but I didn't pay attention because it didn't concern me. He told me to strap in so I did before I asked why _Arcade's_ doing this but he answered by saying he's trying to crash the plane making me sigh.

"I know that I mean about why he acts so childish? Like everything's a game?" I said but he didn't answer only telling me to hang on. I didn't hang on but I did stay in my seat when they were catapulted out of the _Jet_ which was fun before I heard _Captain America_ tell me to unclip on his mark.

I saw him point down so I looked down to see three _Jets_ coming at us before I unclipped when he said 'now' jumping down in the process. _Captain America_ said to follow his lead so I did putting my arms at my side before I saw him catch a ride on one of the planes.

Instead of doing that though I just shot a web at a plane crashing it before I dodged some shots jumping on the one below me. He told me I have the idea before I told him it wasn't that big of a deal opening the _Web Gliders_ before I landed right next to _Captain America_.

He told me to brace for more enemies and I nodded before he said to shadow him. "We cleared the level already _Captain_ " I said when he walked past me before he said that he knows what a game looks like and this isn't one.

I shot a web swinging towards him before he told me it's time to fly silent before I landed hearing him tell me to follow close now. He told me to wait here until he says so and I saluted since I can read hand signs as well which he kept showing an impressed look at just like last time.

He ran across the street stopping at a door before he raised his hand so I silently ran over to him. He told me that the signals say this is the place before I nodded not smelling anything but bots and _Wolverine_ which I almost groaned at.

I heard slicing before I walked in following _Captain_ to see an _L.M.D._ being slashed by _Wolverine_ before two others were slashed and six crashed through the window. I heard _Wolverine_ say that _Captains_ been upping his game before I asked _Captain_ if he was taking that and he nodded running forward.

 _Wolverine_ punched three times before jumping and pinning _Captain_ to the floor before he was kicked into the wall. "Do you guys really have to fight now of all times?" I asked them before _Wolverine_ put his claws away asking what _Captain_ _America_ smells like.

"Cinnamon Aftershave and _Vibranium_ " I answered simply before he nodded asking what he smells like then making me shrug. "Snow and _Adamantium_ with a hint of fast food, I know the last time we met you had fast food wrappers all over your room but is that all you eat?" I asked him before he had his claws in front of my face.

"How'd _Captain America_ get stuck with you by the way?" he asked me making me shrug "I could smell the difference between Fury and an _L.M.D._ " I said making him put his claws away. _Captain_ asked what he knows about _Arcade_ before he told him that he can talk to any electronic thing big or small which he could've asked me about.

"How's your _Healing Factor_ by the way? Has it increased or decreased?" _Wolverine_ asked me so I nodded. "Life threatening five to ten minutes still, silver and obsidian thirty minutes instead of thirty minutes to an hour, and non-life threatening five to ten seconds instead of less than five minutes" I told him making him nod.

He asked me if I can smell _Arcade_ and I nodded "he smells of ginger, pollution, and sewer bound rotten eggs, why has everyone since _Deadpool_ smelled of more than one demonic hierarchy?" I asked mumbling the question but I know they heard. "How can you smell something I can't? What's this demon hierarchy thing you just said?" he asked me before _Captain_ said not to ask questions right now so we can find _Arcade_.

My _Spider Sense_ went off before I shot webs at Captain and _Wolverine_ pulling them towards me before he walls were broken in. _Arcade_ said 'it's a _Duple Ganger_ surprise' before the whole room turned into a fight stage which didn't surprise me before I shot a web at _Captain_ and _Wolverine_ , I told both of them that it's so they know who's who getting praise from _Captain America_.

I heard _Arcade_ say that we fight before I swung hearing _Captain_ say that we don't give them an inch throwing his _Shield_ at his _Duple Ganger_. I was close enough to see that our _Duple Gangers_ had duller colors when I dodged a punch making me groan since if we looked at them we'd know they aren't our comrades.

I shot a web at his arm before I jumped over him slamming him into the ground before I webbed his _Face Mask_ "I shouldn't have webbed you guys, they're darker than we are in appearance" I said before I jumped back almost hitting the corner of the ring. "Stop messing around" _Wolverine_ told me before I asked him why when it's a game to _Arcade_ and is made to be one.

"Guys I'd watch out" I yelled at them getting their attention when I shot at my _Duple Ganger_ who was about to attack them. I threw him at the ring before I punched him in the face knocking him down before I said I won by knock out.

"Nice but don't get cocky" I heard _Wolverine_ say making me roll my eyes under my mask before Captain said that _Arcade_ infiltrated _SHIELD_ so it's not surprising he has the older versions. "Greetings hero, _Cerberus_ , and _Wolverine_ " I heard _Arcade_ say before I told him he's a jerk for not including _Wolverine_ as a _Hero_ and for basically sneering his name.

"That maybe so but at least I didn't bring chaos to the world in the form of bad intentions, sins, and villains" he told me making me growl at him before he added that it makes him better than me. He told us that we don't know what we walked into because worldwide mischief is his game before he said he's green with envy at our situation.

He welcomed us to ' _Mad Land_ ' and said the population was us and them referring to the three _Hulks_ that appeared. "Mind the green while I get the _Lasers_?" I asked them and they smiled at each other so I'm guessing they don't mind at all.

I shot a web at the two _Lasers_ before pulling them to face each other making them shoot each other before I saw **+500** appear to the right of each of them. When I looked over to _Captain_ I saw **+10,000** appear on the right and left side of the _Hulk_ that was sliced in two by the _Shield_.

I kept shooting _Web Balls_ at the _Lasers_ getting **+500** to appear on the right of everyone I destroyed. I went over when I was done jumping on top of a _Hulk_ destroying it getting odd looks for it before three _Red Hulks_ appeared getting _Captain_ to say we need to finish this because it's a distraction.

I shot a web at a _Laser_ getting it to destroy the three _Red Hulks_ one after the other "get in the hole unless you want to stay here forever" I told them jumping down it followed by _Captain_ and a question laden _Wolverine_. " _Level 3_ everyone" I said before we jumped down from the building seeing fire everywhere before _Wolverine_ said to watch out for the _Hulks_.

"They're not coming, do you really think _Arcade_ who thinks of everything as a game wouldn't make this a game?" I asked them but they didn't answer before I followed Captain. " _Level 3_ but I am wondering why _Cerberus_ is here? I didn't factor him into this" I heard _Arcade_ ponder before I told him that Fury thought it'd be best I come along.

We continued walking before I heard _Wolverine_ ask if this was seriously a game to him and I nodded saying it is hearing him say he has battle scars to prove this isn't a game to him. " _Healing Factors_ erase scars so you don't have them to prove it" I told him before _Arcade_ appeared.

"Concussions, bruises, and cuts oh my now isn't this the best game ever? The game of life… and death" he said and he sounded somewhat like _Deadpool_ making me groan. _Arcade_ asked if _Mutants_ ever thought about what was to come of them before he said he did making a _Centennial_ come out before _Wolverine_ said it doesn't scare him because he's seen the real thing.

I told him not to attack but he was too far away to hear and it was too late because he got blasted before _Captain_ threw his _Shield_ making the _Centennial_ fall down. "I told him not to, that wasn't a test for him" I told him before _Captain_ told me we have to keep moving and I nodded before we were in the _Shield of Honor_ game.

Tony and I played this together when he got it so I told _Captain_ that we got this before he said the game's name. A horde of alien bugs came towards us before I saw a _Gatling Gun_ handing it to _Captain_ telling him to use it but he said he could manage.

When he went after them it didn't take long before he was covered in them, I was glad when I smelled _Wolverine_ seconds before he appeared so I went over to him. I heard _Arcade_ say ' _32-Hit Combo_ ' and ' _Power-Up_ ' before I saw _Wolverine's_ claws glow gold when we finished off the alien bugs. I heard something behind the wall before _Arcade_ spoke from when he said times almost up before I saw a giant robot.

I heard _Captain_ ask what that thing was supposed to be before I told him it was a _Boss_ since every levels' got one. I shot two webs at _Wolverine_ when he asked me what I was doing "trust me and I didn't ask because you wouldn't have listened" I told him before I spun and threw him at the thing destroying it.

He asked me what that was about after _Arcade_ said players gained _EXP_ so I told him that it was gameplay since he gained a _Power-Up_ so I used it. He asked what was next before _Captain_ said 'that' pointing to the sky.

I looked up to see a long line of alien bugs before I shot at two, I heard _Wolverine_ ask what we do now calling me 'junior' before I told them this'll take forever so we'll need to cheat. _Captain_ said that we don't have to follow _Arcade's_ rules before he threw his _Shield_ destroying two and making a hole before he asked what now.

"I'll be back in a bit I won't make the same mistake twice" I told him before I swung through the hole trying to find what I think we'll get us out of this mess. I plugged into the _Centennial_ I found before I made it go through to where the others are.

"Level up extreme" I said before the _Centennial's_ head moved almost making me fall. I pressed a button on the control pad activating the _Laser Eyes_ before I moved his head to shoot the bugs behind me before I turned him around again.

I had him slam his hand on the ground destroying a multitude of them before I had him stomp doing the same thing before I activated the _Flame Thrower_ in his right hand destroying more bugs. I activated the _Laser Eyes_ again before I heard _Captain America_ tell me I did good work calling me 'soldier' like he kept doing which made me smile under my mask.

We were dropped into another room before _Arcade_ said 'cheaters never prosper' making me growl and my vision go purple "oh you're mad huh? You weren't even supposed to be here black dog" he told me before I said I'm a bonus character. _Wolverine_ asked what we do now that _Arcade's_ mad before I got into an offensive position saying that we fight before _Arcade_ said ' _Final Battle_ ' and 'fight!' before we jumped off a glowing platform.

"Spread out and attack low, high, and the sides" I said before they ran and I saw rockets appear from a place above the _Arcade Bot's_ ears. _Captain_ said he's got them before he destroyed the three rockets getting a _Power-Up_ "destroy the weapons but be careful of the forehead" I told them before _Captain_ destroyed the weapon on the right side.

 _Wolverine_ destroyed the one on the left side slicing it long ways in half before the head hovered and the thing I warned them about opened revealing a _Laser Canon_. _Captain_ and I jumped dodging the _Laser Canon_ before he said that we need to do it quickly before it faced us shooting it again causing rubble to fly as we fell away from it when it came at us through the smoke.

All three of us were on it's head before I asked if I could borrow _Captain America's_ _Shield_ before he said that he doesn't mind. I shot a web at it before I hit it against the _Laser Canon_ causing the head to explode.

" _Game's Over_ _Arcade_ " I said before I heard _Wolverine_ tell me that my ending quip was 'nice' which shocked me before I heard _Arcade_ say that he only needs one more code digit so I gestured to the door which _Wolverine_ slashed. _Captain_ hit the slashes with his _Shield_ before I walked into a blue, bright green, and bright purple room.

He was being a real whiner about being so close to winning, so close to power, and so close to respect before I asked if he was _Arcade_ making him cross his arms before he said the winner was _Cerberus_. _Wolverine_ told him to cancel the _Nuke Codes_ before he scrambled with the keyboard saying not to hurt him before they stopped.

I was able to call Fury before he said my name and asked if I was of any help to them or if I hindered them. "I think I helped, _Arcade's_ captured by the way and you're able to come for clean up now" I told him before he nodded.

After a while the carriers arrived and Fury came out of one with _Captain America_ saying that I did good work today. _Captain America_ clapped me on the back saying I'm a natural before saying that seasoned soldiers could learn a lot from my experience making me blush from the praise since I'm more used to being called a nuisance, menace, and what not.

 _Wolverine_ cut in after saying that I called it as I saw it when they couldn't making me shrug telling them to stop since I don't like being crushed with praise before _Wolverine_ asked if I'd rather be crushed by his fist instead. "Yes actually, I'm used to being called menace, nuisance, etc., not what you guys keep saying" I told him before he took his hand from under my jaw.

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 **A/N: Hello, I finished writing this at 10:16 P.M. on October 2, 2016.**

 **I do hope you like this chapter and will continue reading, see you next Monday**


	37. Dracule's Visit

**A/N: Hello, I do hope you like this chapter and will continue reading. I am sorry if the translations are wrong in the second _Author Note_ and I'm sorry that I didn't add more translations for the _Lithuanian_ words. I know that Dracula is OC in this chapter and the next one so I am sorry if you don't like that.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Thirty-Seven: Dracule's Visit

Peter's POV

I was hanging upside down from a tree in an abandoned _Graveyard_ on the outskirts of _New York_ since my team and I were told to come out here. I turned to my _Night Vision_ when I looked around to see ruined _Grave Markers_ , hollowed trees, a flock of _Brown Bats_ , and a full _Moon_ when I looked up to the sky.

I heard a hollowed screech when I asked them if we were told how long we had to wait for the 'special delivery' causing us to go into defensive and offensive positions. I heard _Iron Fists_ say that fear is only in the mind which is true however that depends on what the person thinks is real or not.

" _Nova_ do you want me to attack you, I will if you ask me" I told him when he jumped out, apparently they were trying to scare me but that wasn't what I had heard. I shot a web at _Nova's_ chest pulling him into the air and away from the grey being with red eyes and pointed ears, a _Shadow Vampire_ from the smell of blood and death.

I jumped with the others when the being lunged at us snarling and hissing as it slashed at the cloud of dust it created when it landed. I saw something that glowed blue on two sides similar to a _Black Ronin Double Bladed Throwing Knife_ which was weird.

The _Shadow Vampire_ turned to ash when the weapon went through it's skull going back to the owner. I heard him say 'run' making _Nova_ scream as he flew off somewhere before more _Shadow Vampires_ appeared making me groan.

"They're _Shadow Vampires_ guys" I told them when _Iron Fists_ asked what they are, _White Tiger_ had suggested _Ghosts_ and _Power-Man_ had suggested _Zombies_ before I had answered. I looked behind me when the man looked at me to see that I was right to have smelled a _Human/Vampire Hybrid_ , the proof being that he had fangs.

He told us to run so we did when I heard him slash more of them as they ran towards him. I jumped in front of them telling them to stop because we can at least do something about this.

I shot a web at the _Shadow Vampire_ that was about to bite _Power-Man_ closing its mouth before he slammed the thing into the ground. That was useless though because it turned to ash but reassembled itself behind _Power-Man_.

We were surrounded when that happened making me sigh because I knew that was going to happen whether we tried to escape or not. I jumped over one kicking him in the back making him fall before I growled at the stupid things.

They don't really have a mind of their own so I knew the growl wasn't going to work before I dodged one by stepping to the side and the other one by jumping. I jumped to stand by Luke before I pulled him when I jumped forward to dodge two _Shadow Vampires_ who were about to push us.

I heard _White Tiger_ say they were shadows or something and _Iron Fists_ say they have ninja speed which wasn't a surprise. I jumped over a _Shadow Vampire_ who hissed at me before I webbed him to a _Gravestone_ before he struggled to get free only for a second.

When he found that struggling didn't work he called his _Shadow Blade_ to cut himself lose, I was glad I'm immune to _Supernatural Weapons_ and creatures otherwise this would be bad for me. My team however is not immune like I am, I ducked to avoid a slash before I jumped to avoid another.

I wasn't sure however if I like the fact that the amount of _Shadow_ _Vampires_ coming towards me is a good or bad thing. I saw the man from earlier say that there are worse threats than _Vampires_ out tonight and I remembered what's occurring very soon, Dracula retrieving the second half of _Tekhamentep's Anhk_ to make him immune to _Vampire_ weaknesses.

"Don't you have to get to Dracula?" I asked him before he said he can handle a few _Vampires_ _and_ get Dracula which sounds a bit cocky in my opinion. He slashed a multitude of _Shadow Vampires_ before I heard _Nova_ clap making me growl at him making him stop.

"What's your name sir?" I asked him when he sheathed his _Silver Katana_ which is something I don't want to be on the opposite end of. He told me his name's Blade which I smiled at saying it was nice to meet him asking if he knows ours.

Blade explained that they were _Shadow Vampires_ , undead drones and magical manifestations that are never alive. "I knew that actually" I told him when he said that we would know that if we were the Agents he asked Fury to send.

"I would watch out" I told him when he looked behind him since I smelled them before he could sense them. "What are your orders Blade?" I asked him before he pointed to _Power-Man_ telling him to make a hole so we can drive them into an alley.

He told _Tiger_ and _Iron Fists_ to take the flank and drive them center which they followed before he told ' _Helmet Face_ ' that he's eyes in the sky. "Nice nickname but his name's _Nova_ , what do you want me to do?" I asked him before he told me to follow him.

"I am so glad one of my weaknesses isn't _UV Flashes_ " I said as I ran next to him seeing a _UV Flash-Bomb_ explode when he threw one behind us. I saw my team do what they were ordered to do before Blade jumped on _Power-Man's_ shoulders using them as a _Spring Board_ to get onto an _Emergency Staircase_ a story or two above us.

I shot a web pulling me up so I could block the entrance to the alley with a large web seeing _Power-Man_ punch some drones. I landed on another building shooting a web at another entrance before I swung doing the same to the other one.

When that was done I swung up landing behind Blade on a roof above the commotion. "I know something about you so I am going to ask if it would be okay if I ask _Nova_ to do something that will destroy them for a time" I said before he nodded asking what I meant by that.

"Group them guys" I told them when I jumped onto the corner of the roof seeing _Power-Man_ throw a _Garbage Basin_ at three _Shadow Vampires_ before I saw _Iron Fists_ kick and punch a multitude of them. I saw _White Tiger_ slash at some moving them into a group like I had asked before I told _Nova_ to perform a _Supernova_ and he did but I know he's going to be dizzy/exhausted.

When that was finished I heard _Nova_ say that he hopes I don't need him to do that soon making me apologize to him for asking him to do that at all when he landed in front of Blade and I. I saw stragglers but I didn't bother because I know they'll be punished for their failure, Blade said what I had thought when I looked down at them.

" _Tekamentep's Ankh_ , the delivery we were supposed to pick up but now I'm thinking we need to make sure the other piece is safe" I said before Blade said that he was expecting heavy escort making me sigh. " _The_ _Howling Commandos_ were busy so he sent my team and I" I told him before I asked if we could stop by the _Museum of Natural History_ to see if the other piece is safe or not.

I called Fury and asked if we were to head to the _Tricarrier_ or the _Museum_ but he told me that he'll come pick us up making me nod before the _Tricarrier_ arrived. We walked in and headed to where Fury's at, I heard Fury ask Blade what he doesn't understand about handing the _Ankh_ to the team he sent.

I watched worried about the other half of the _Ankh_ when Blade told him that Dracula's coming but Fury isn't prepared. "When are we going to the _Museum of Natural History_ Fury? I'm pretty sure he's trying to find the _Ankh_ " I asked him but he ignored me.

I wanted to tune out the history lesson and how people see Dracula today, as a character from books and movies, but I knew this was going to take a while. He told us that the movies and books regarding Dracula are based in _History_ with Dracula as the _King of Vampires_.

I saw a landscape as this was being said and saw Dracula and his army of _Shadow Vampires_ on a cliff far off in the distance. Fury said he wants to wage war on the living before I noticed that he had a similar smell to that of a demon in _Perdition_ but a lot stronger and more potent.

'He's a demon from _Perdition_ ' I thought very surprised because I didn't know that any of the demons could actually escape from _Perdition_. I was lucky to have been able to leave that place at all and I can barely remember _how_ I left.

Blade said that if Dracula gets his hands on the _Ankh_ the war is over and Dracula wins before I heard _White Tiger_ ask what the _Ankh_ is. "I already mentioned this but it's _Tekamentep's Ankh_ , if Dracula gets a hold of it he'll be immune to all weaknesses of his kind" I told them before Agent Coulson said I was right.

He told us that an _Ankh_ is an _Egyptian_ symbol that means life and that it is the barrier between life and death. He said that they used an _Ankh_ as a form of communication with their ancestors but it went wrong and caused trouble for the living.

The smarter _Pharaohs_ had decided to break the _Ankh_ in half being that way for eight thousand years give or take, it was actually in between 8500 and 10450 years from what I can remember of that. Recently they were unearthed and Dracula has now learned of their existence "as _Spider-Man_ had said any undead creature would become invulnerable, Dracula would be able to walk during the day and have no weaknesses" Agent Coulson said and I nodded.

I heard Fury say that we need to find the _Ankh_ now that we know the gravity of the situation "I've mentioned that already to, it's at the _Museum of Natural History_ " I said and Agent Coulson nodded saying I was right again. Blade finally showed a reaction to that asking why it was out in the open before Agent Coulson asked if I was a gold member of their _Fan Society_ making me nod before I held up a gold card.

"Can we go now Fury?" I asked him before Blade took my card making me growl at him before he stopped giving my card back and telling Agent Coulson to hand his over before he did and Blade left. "He means the _Howling Commandos_ right?" I asked Fury who nodded saying that this mission is far too dangerous now asking me if I have more secrets that are relevant to the mission.

"Yes actually, but with the confidential team you have I don't think I can tell you what they are yet" I told him before I said that I could probably tell them but that's about it. "You can meet them when they arrive and if they agree to let you go with them then I give permission to do so but other than that you're not involved _Spider-Man_ " Fury told me with his hand on my shoulder making me nod.

I feel like something bad is going to happen though so I'm not sure if Blade should be doing that alone whether he's a _Hybrid_ or not. I went to talk to Blade but I side stepped the _Silver Katana_ telling him I only want to talk.

He told me that my team isn't needed because that's what Fury said asking me if I'm really willing to miss meeting with the _Howling Commandos_ before I sighed. "I'm going to meet them either way but I feel like something bad's going to happen when you're alone with Dracule" I said before he asked me who Dracule was.

"Dracule is Dracula, Dracule Kraujas (1) is his actual name" I said before he asked how I would even know that. I sighed before I told him that if he takes my team with him he's likely to find out and be able to confront Dracule faster but he can still decline.

Basically this is a way to get him to agree to my team and I going with him which he agreed to on the condition that we don't get in his way. "Come on guys, as long as we don't get in his way it's fine to go with" I told my team and they nodded with _Nova_ asking if he could stay out of it.

"No _Nova_ , you can buy twice as much candy for half-off tomorrow" I told him and he agreed to that before we ran on the roof tops following Blade. He told us to remember that this was our choice and not his before I nodded saying that I'll take responsibility for whatever happens on the mission.

We landed on the sky light of the museum seeing Blade cut open the circular window before I took it out so it wouldn't fall. All of us jumped through the hole, all except _Nova_ who floated down, I swung beside the others who were running before I spoke.

"Dracule was a jerk when I knew him and from what I keep hearing about him he still is, I guess he hasn't gotten over his demon side yet" I said out loud getting their attention. "How do you know Dracula again?" Blade asked me before I shook my head "ask Dracule when you see him" I told him as I swung.

I landed by the doors where we're supposed to find the _Ankh_ before Blade gestured to the bat golem so I swiped my card over its eyes. The doors opened so we went inside, everyone looked at the artifacts that were held here but I was trying to find the _Ankh_.

"Do you want to see him now or later?" I asked Blade when I found the _Ankh_ before he told me it was in a protective shield so I asked him again if he wanted to see Dracule now or later. He sighed before he nodded so I took it out of its barrier that keeps it hidden from Dracula.

The _Shadow Vampires_ appeared by the dozens after Blade took his _Katana_ out and _Nova_ started shooting them before Blade jumped over him throwing I don't know how many _UV Glaives_. He told me to hold the _Ankh_ and that he was getting my team and I out of here before I shot a web at him pulling him back.

"Hello Dracule it's been a while" I said before he looked at me as he stepped out of his blue edged black portal. " _Cerbris_ it's been a while hasn't it" he told me before he asked Blade and myself if we've sunken so low to fight beside mortals.

"Says the one trying to destroy them like he always tries to do and fails every time as well" I said tilting my head knowing he can't see me rolling my eyes. "I know I can't kill you _Cerbris_ but could you give me my _Ankh_ so I'll spare your friends?" Dracule asked my so I shook my head.

"I care for my friends like I would my family but that won't happen" I told him before he asked Blade if he really thinks four children and a _Juodas Šuo_ (2) are going to be able to stop him. "I am the _Karalius apie Vampyras_ I'm sure you know the four can't harm me" I heard him say as I webbed the _Ankh_ to my back.

"I'm sure JuKo (3) would love to have you back home Dracule I mean you left how long ago?" I asked him trying to figure out how left _Perdition_. "I left Fausta (4), Matas (5), and _Prakeikimas_ (6) years centuries before you left them _Cerbris_ " I heard him tell me making me frown.

"I left for something stupid and I wish I could go back but that's not possible, I'm sure you could go back if you want you are _Karalius_ after all" I told him and he nodded saying he can but he doesn't want to. "Would you like to play a game with me Dracule? I promise it's fun" I asked him making him sigh "laimikis" I said throwing a _Web Ball_ at him making him skid backwards a few inches when he caught it.

"You've gotten better at that since the last time but I guess this žmogus form of yours makes it easier" he told me making me smile under my mask. I shot a web swinging on it kicking him but he turned to ash before _Power-Man_ could punch him which wasn't a surprise.

Dracule appeared in front of Blade which was a bad idea when Blade tried to slash the armor Dracule was wearing. He ruined a skeleton of a Dinosaur when he was thrown into it hitting the ground in the process.

I was hanging from the ceiling when I told _Nova_ to use the move from earlier if he doesn't want a man like Blade to die but I also said it was his choice. He performed the _Supernova_ and I was actually surprised he did it when he told me that he hoped I wouldn't ask him to do that in the next month.

When I saw Dracule was gone for a short time I shot a web at Blade bringing him up to me before I grabbed his shirt. I jumped down when I was carrying Blade in my arms seeing _Nova_ drop down breathing heavily.

I put Blade down still holding him up before I shot a web at _Nova_ pulling him towards the others allowing _Power-Man_ to catch him before Dracule could reemerge beside where _Nova_ was. "I was told about your weaknesses by my _Šešėlis Pakalikas_ " I heard Dracule say as I picked up Blade again before I saw _Power-Man_ and _Iron Fists_ try to attack him but they failed because he turned to ash moving behind _Iron Fists_.

 _White Tiger_ clawed at him asking how I knew him making me sigh "my secret is tied to knowing him guys" I said before they asked if that was how I knew _Lithuanian_. "You guys understood what we were saying?" I asked them before _White Tiger_ said she knew what _Šešėlis_ (Shadow), žmogus (human), and laimikis (catch) means but that was it.

Dracule said 'enough!' before his _Košmaras Khepri II_ appeared slashing at my team, I put blade on the ground asking him to wake up. "If you don't wake up I'll use them" I told him but he still didn't wake up so I put my _Electro Webs_ on low but enough to wake someone from unconsciousness before I took them out when he woke up.

He asked if I actually did that and I nodded saying Dracule's still here motioning my arm at him as he slammed _Iron Fists_ and _White Tiger_ to the ground before _Power-Man_ tried knocking him down but was slammed where the other two were at. I saw Blade run at Dracule but he was thrown through the wall behind Dracule before I got everyone up.

"You could wait a bit you know" I said before I swerved to the side when I was swinging to avoid the _UV Glaive_ which _Power-Man_ caught. "Thanks, I'll get you whatever candy you want after this ordeal is over" I told him before he told me that I better.

"Close your eyes idiotas!" I yelled at _Power-Man_ who wasn't closing his eyes when Dracule grabbed him saying that if he can't bite him he can control him which was why I yelled at him. I was too late in telling him that though because he was already being controlled, if he had _Reflective Lenses_ than it wouldn't work but he doesn't have them.

Blade asked me if mine were _Reflective Lenses_ making me sigh "yes but he can't control me even if they were" I told him before he told me that it's good either way. I heard Dracule tell _Power-Man_ to destroy Blade when he fell to the ground making a crater before _Power-Man_ went after Blade.

Blade and I were thrown at the wall which wasn't good before I heard my team try and get to _Power-Man_. "Do _not_ touch them Dracule" I said growling the 'not' as my vision went purple "žemyn _Cerbris_ " Dracule told me but I didn't because in terms of power and superiority for demons I'm higher than Dracule and the others.

I heard Dracule tell my team to destroy the interlopers and bring him the _Ankh_ which is something I don't want to let happen. I didn't try to stop the hypnosis just tried to stop them from getting to Blade and my back.

I was picked up by Dracule before he spoke "you're diskredituojantis a gėda to the demons for allying yourself with humans" he told me and he was right I am disreputable and a disgrace to demon kind but I don't care. I kicked him in the chest making him let me go before I was dropped in front of my team.

I told them that mindless drones don't fit them before I bumped into Dracule who said I was amusing for a few minutes and it was 'nice' to see how I've changed from a demon to a human in such a short time. "I hope you enjoy your time in this _šiltnamis Cerbris_ " he told me getting me an idea since _Greenhouses_ use _UV_ lights before I shot an _Electro Web_ activating them "I do as well draugas" I told him which surprised him when I said it.

I was pushed out of the way by _Power-Man_ before my team helped Dracule up "You are my friend as well but the war is far from over _Cerbris_ " he told me before he walked through the portal with the help of my friends. I dodged a punch from Blade asking what that was for before he told me that I still haven't told him how I knew Dracule making me sigh.

"I'm _Cerberus_ or _Cerbris_ in _Lithuanian_ , the language we used in _Perdition_ , Dracule was the Karalius of _Košmaras_ or _Nightmare_ _Sector_ which is close to where I guarded _Hades' Gate_ to keep Hades' power from leaking" I told him before he nodded. "So what're you going to do about my friends since I know Dracule won't hurt them?" I asked him before I handed him the _Ankh_.

He told me I was going to talk to Fury while he goes after my friends which I don't think is a good idea that he goes alone.

Time Skip: _Tricarrier_

"I'm sorry about disobeying orders but from what I could tell Blade was a part of the _Howling Commandos_ and you did say that if I got permission to go with them I could" I said and he nodded. He looked behind him telling me that since I didn't break that rule I can meet the current _Howling Commandos_ since they're almost here.

He pressed a button on his wrist opening a hatch behind him before he introduced _N'Kantu, the Living Mummy_ , _Frankenstein's Monster_ , and _Werewolf by Night_ but I know there's at least two that were missing.

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 **A/N: Hello, I finished writing this at 6:58 P.M. on October 8, 2016.**

 **1) In** ** _Lithuanian_** **it means blood.**

 **2) I think it means Black Dog in** ** _Lithuanian_** **.**

 **3) I have her as his girlfriend or mate whichever one makes more sense.**

 **4) His mother's name.**

 **5) His father's name**

 **6) I'm pretty sure it means** ** _Perdition_** **in** ** _Lithuanian._**

 **I do hope you like this chapter and will continue reading.**


	38. The Dangerous Ankh

**A/N: Hello, I do hope you like this chapter and will continue reading. I know that Dracula and the _Howling Commandos_ are OC in this chapter so I am sorry if you don't like that. **

**Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Thirty-Eight: The Dangerous Ankh

Peter's POV

Fury told me 'meet the _Howling Commandos_ ' before _Werewolf by Night_ jumped towards me howling, in my opinion it was very cool. He told me his name's Jack Russel by day and _Werewolf by Night_ which was cool before I heard N'Kantu say that Fury told them they'd find warriors here.

"Am I screaming?" I asked "because I'm pretty sure anyone else would be" I said getting odd looks from them because I said that. He told me his name's _The Living Mummy_ N'Kantu which I already knew, I didn't know Mr. Russel's name because he just said his species not his name.

I stepped back because he was a little too close before I was covered in bandages and they were pulled off me making everything spin before I bumped into _Frankenstein's Monster_. He said he has a new friend before I jumped back to get more room again making him think I was playing tag so I swung since I might as well play along.

I ran along the wall when I was grabbed and pulled towards him making me chuckle slightly "guess I'm it then huh?" I said before Fury spoke. "I you hadn't already guessed this is _Frankenstein's Monster_ " Fury said before I asked if this is the only team with these types of people.

"I'm not calling them monsters that's too cruel of a name to call a species" I said before N'Kantu said that Fury likes to keep his monsters hidden. "I don't like your smell N'Kantu, I like the others I don't like yours" I said getting their attention.

"The undead are supposed to smell… off" N'Kantu said but I shook my head " _Frankenstein's Monster_ is technically undead but I don't mind his, you smell of… _Imitator of Miracles_ and _Idolaters_ " I said confusing them apparently. "Most people can't face the truth they'd rather run away from it, monsters for example, or something that has to do with me" I said before _Werewolf by Night_ said I should say that after I see the big guy.

"You mean _The Man-Thing_ right?" I asked and he nodded "there's supposed to be another one on your team but I can't smell him" I said looking at Fury who didn't say anything and instead told me to tell them what happened. "Dracule took my friends when we were retrieving _Tekamentep's Ankh_ and I'm pretty sure you know what he's going to try and do with it at _Sunrise_ " I said before N'Kantu walked closer.

N'Kantu told me that the power of the _Ankh_ is coveted where he comes from which doesn't surprise me in the least. "Dracule is still obsessed with bringing down žmogus kind and he should know he's going to fail again" I said before they finally asked who Dracule is.

"Dracule Kraujas is Dracula" I said before I gained weird looks again "since I'm pretty sure you guys want to go alone and I need to find my friends since I told someone that going there was my responsibility I want to make a bet" I told them and they nodded. "Since I know Dracule really well if he comes here to the _Tricarrier_ and gets the _Ankh_ , I'll try to get it back as well if that happens, I get to go with you agreed?" I asked and they nodded.

As soon as they nodded Dracule's portal appeared "I can go then?" I asked and they nodded again. " _Cerbris_ it's been a short while since my last visit do you still think of me as a draugas?" he asked me and I nodded.

"I'll always think of you as one but if I have to send you back to _Prakeikimas_ then I will" I said before he nodded telling my team to get the _Ankh_ and destroy who they are able to. "Since you know him so well what does he mean by that?" I heard Jack ask and I nodded " _Supernatural_ powers can't kill me" I said before I jumped to avoid _Nova's_ blast.

I shot a web at _Iron Fists_ pulling him over to me when _Frankenstein's Monster_ tried shooting him. "Shoot _Power-Man_ , at least his skin won't be penetrated by bullets" I said before I jumped forwards to avoid being picked up by said person.

Fury told them to put their weapons on stun before I shot a web at Jack's wrist "I know you won't hurt them but Dracule is the one that wants the Ankh" I said before I jumped to avoid getting hit by _Nova_. I broke the web when N'Kantu grabbed _Nova_ before he did the same with _Iron Fists_ and _Power-Man_.

I picked up the _Ankh_ before Dracule grabbed my hands saying 'gėda' which made me drop the _Ankh_ before I growled at him. "I am _not_ a gėda" I said growling the 'not' before I punched but he dodged and I did the same when he kicked me.

"You were the one who ran away from your family so many years ago Dracule" I said before he shook his head kicking me again but this time I grabbed the _Ankh_ piece that was behind me as he grabbed the other one behind him. _Frankenstein's Monster_ started shooting him making him back up as he dodged which wasn't a surprise since _Frankenstein's Monster_ was stepping forward every time as well.

I was kicked in the back by _Tiger_ making me drop the _Ankh_ which fell into Dracule's hand "you still don't know when to give up do you? You try so hard to fix what you did by being žmogus but you can't" Dracule told me but I shook my head. "The less people who know what I am the better Dracule, I left and that was a mistake, you left to do what you've been trying to do for a millennia and you're still going to fail" I told him making him hiss at me.

The five left through the portals before N'Kantu's spell could get to them, N'Kantu said that Dracule picked his 'pawns' wisely. Jack asked me if I have loved ones and I nodded already knowing what he means.

I took out my phone before I called someone "hey Tony" I greeted when he answered before he asked me what's wrong. "Nothing's wrong I just wanted to tell you I can't come over tonight, an old friend dropped by and I haven't seen him in a while" I told him before he said it's fine.

"Thank you Tony I got to go tell my Aunt May" I told him before he said 'I love you' and I said the same.

Time Skip: Aunt May's House

For some reason all of us went to my Aunt May's house, then again they did agree that I would be on the mission with them. "Hey Aunt May, why do you have a broom _and_ my dagger?" I asked her before she told me that she was going to try and find me with it making me sigh.

"You don't need to Aunt May, an old friend of mine came to visit and I'm going to bring him back home that's all" I told her when I took off my mask. "Is it Dracule, I bet his family's worried about him" she told me and I nodded before she said that was fine but I should take my dagger with me.

"You said it was _Dagger of Agnos_ right?" she asked me and I nodded before she asked if they're my new friends or not gesturing to the _Howling Commandos_. "This is _Ammon_ (1)" I said pointing to N'Kantu "this is _Baalzephon_ (2)" I said gesturing to Jack "and this is _Babael_ (3)" I said gesturing to _Frankenstien's Monster_.

"Oh that's good, they're good ones then but I thought you hate monsters?" I heard Aunt May ask confusing me. "I said I hate demonas" I told her before she told me that she can't say that I hate my own species making me sigh.

"I don't want anything to do with them Aunt May, I hate my species for not letting me correct my mistake" I told her before she said she knows that and that I should go find him now. "What was she talking about?" Jack asked making me shake my head "not here, not where Fury can hear" I said before I side stepped a _Shadow Vampire_ when I reached the sidewalk.

"Well you really want to annoy me don't you Dracule" I said before I sliced the _Šešėlis Vampyras_ with the _Dagger of Agnos_. I heard Jack growl when he turned to Blade before he said that he didn't hear that Blade was on this mission.

"How do you want me to say where _Vampires_ are from _Spider-Man_? I'm quite sure you don't want me to say _Underworld_ " I heard Blade ask before I told him I'd rather hear _Perdition_ or _Košmaras Sector_. "I wasn't on this case until I heard the _Vampires_ in _Perdition_ say that they have the _Ankh_ and are almost ready to attack" Blade said before I heard him say that he found how they got the _Ankh_.

"That was me, I made a mistake like I had so many times before" I told him before I said that I need to find my team if Blade hasn't. "I did find them before I lost them again when they went through a portal" he told me and I nodded before I saw Jack put high-tech sheets over Aunt May's windows.

I saw _Frankenstein's Monster_ spray _Weaponized Garlic_ , saw Blade toss down _Wide UV Lamps_ , and saw N'Kantu's _Wards of Protection_. I saw Flash and another man come by before a snake projection scared them off which I'm going to have to take responsibility for since I did ask them to protect Aunt May's house.

"So how are we getting to _Transylvania_?" I asked them before Jack said our ride's here. I saw _Monster Truck_ fly over before he landed, his tongue out on the pavement which was really cool in my opinion.

Time Skip: Flying Over the _Atlantic_

I looked around before Jack asked me what my Aunt meant "I'm a demon or at least a demon dog, I left my post guarding _Hades' Gate_ bringing sin, villainy, and everything else bad to this world" I said before they asked if I felt bad about it. "Yes, I've tried getting back to take care of _Hades'_ leaking power but I can't get back so I try taking care of it by being _Spider-Man_ , but the World's too big even for a dog that has a paw the size of a large house" I said before they nodded.

I heard Blade and Jack fighting over stealth and direct confrontation before I sighed "I know you guys used to be team mates but come on" I said before they looked at me with irritated glares. "I'm guessing you don't want to win since you keep fighting like this, I try to keep fighting with _Nova_ at a minimum because on a team fighting amongst yourselves gets you nowhere" I said before they asked me what that has to do with right now.

"A real team puts their fighting aside otherwise a job can't be done, if you fight each other who's fighting the opposition?" I said leaving them with that question only because the computer N'Kantu's using started blinking red. When we landed I saw Dracule's lair which isn't much different from his castle in _Košmaras Sector_ , except the fog was more white/gray color and his castle was black not purple.

I asked what the plan was as I swung landing a foot or two behind _Frankenstein's Monster_ so I walked the rest of the way smelling death so I looked up. I asked what the plan was again when I saw about fifty to a hundred _Shadow Vampires_ climbing down the castle before _Frankenstein's Monster_ said that _SHIELD's_ bringing the big guy.

I saw a _Carrier Plane_ go past dropping something that smells pleasant and unpleasant at the same time. The smell of a bog and a type of flower, the first being unpleasant and the second pleasant, before I saw green smog on the _Shadow Vampires_ that fell to the ground.

"Is he _The Man-Thing_?" I asked before I heard N'Kantu say 'he is child' before I said he's awesome, we went into the castle before I heard Dracule speak. "I changed _Košmaras Pilis_ a bit, what do you think _Cerbris_?" I heard him ask me before I shook my head.

I wasn't really sure if we were upside down or if he was "it's fine but is the saying still the same?" I asked him before he said 'yes' and something about hope being useless here or something. A horde of _Shadow Vampires_ appeared before I saw N'Kantu attack bringing down about four of the _Vampyras_.

I saw _Frankenstein's Monster_ do the same before Jack did as well, Blade destroyed some before I saw a _Vampyras_ jump on his back so I shot a web at that one bringing it to me before I unsheathed my dagger knifing it so it turned to ash. When I jumped down I shot a web at both _Vampires_ on the ground webbing them there before I knifed another one that ran towards me.

One grabbed onto my back before I saw one run at me, I put my foot on its chest shooting a web at its mouth before I knifed him turning him to ash and did the same with the other one. Two more came at me pinning me to the ground so I couldn't knife them let alone move my arms.

I saw _The Man-Thing_ destroy them before I got up thanking him, he put his hand on my shoulder and I was surprised I didn't explode. _Frankenstein's Monster_ said that he likes me before I shook my head when he took his hand off my shoulder.

"He doesn't know me" I told him before I felt something slightly warm on my shoulder where _The Man-Thing_ had his hand. I looked down brushing the foliage off my shoulder.

I jumped onto the platform before the others got there "it doesn't matter who accepts you _Cerbris_ you're still a gėda" I heard Dracule say chuckling darkly before he left. I sighed at him before Jack asked what that means "a disgrace is what he called me, disreputable disgrace" I said before I said that we have to stop him from getting outside since it's almost _Sunrise_.

I heard cackling before I told them we have to trust our sense of smell not our sight which Jack seemed to get because he's smelling the air. "You're right _Spider-Man_ , he's closer than we think" he told me and I nodded smelling the air as well before Jack asked Blade if he'd follow him one more time.

We ran after he said that before we reached Dracule " _Cerbris_? Do you want to lead them to their mirties patalas (4)?" I heard him ask and I shook my head. "That's not going to happen, I won't let it" I told him before Blade tried slashing him when we all jumped at him but he turned to ash before we could reach him.

Every time they try and hit Dracule they miss: first it was _Frankenstein's Monster_ and then it was N'Kantu. I shot a web before Blade told me I should save my friends, I was hesitant to do that because if they fail, and I don't really think they will, saving my friends will be for nothing.

"Very well but Dracule's my friend as well, stay with your team and take him back to _Perdition_ if you can" I said before I swung to my team who were held in see through glowing sky blue coffins. I made a net out of webbing before I opened all of their coffins seeing them rub their heads asking what happened.

I helped _Nova_ up since he was the only one who was sitting down when the others were standing up. "Come on I have to get to Dracule and the others" I said before I swung running out of the castle with the others when I saw Jack try to claw at Dracule who was in the air.

When I saw Dracule disappear I saw him reappear through a portal "I know _Cerbris_ likes all of you and this world but I'm a demonas" I heard Dracule say before his hands that held the two _Ankh_ pieces glowed red. "I will not allow myself to rule only in darkness while he gets to walk in the light" I heard Dracule say as he put the pieces together, I never hung out with him because I wasn't allowed away from the gate and he wasn't allowed near it.

I sleep when he's awake and I'm awake when he has to sleep that's why he's doing this. I told ' _Frankie_ ' to throw me when I was running towards him before he did and I shot webs at the _Ankh_ pieces pulling it apart before I caught them.

"If you had told me that I would've came to visit, you know our kind doesn't sleep unless we have to" I told him when I landed on my feet. "I priežiūra for you a lot Dracule Kraujas" I told him before he nodded telling me he feels the same making me smile under my mask before he said he'll tell me when I can visit him again.

He left through a portal just as Blade slashed it, I felt _Frankenstein's Monster_ collect me into a bear hug before I asked him to let me go and he nodded before I felt my bones heal. I heard Jack sniff the air before I smelt demonic powers surround me "N'Kantu, I knew this would happen" I said as I was pulled backwards.

I was lifted up before the _Ankh_ pieces were taken from me and I was thrown before I righted myself in the air sliding backwards as I slowed myself. I stopped in the middle of _Frankenstein's Monster_ and Jack before I told them that I was right about him smelling of _Idolaters_ and _Imitators of Miracles_.

They asked what that even was before I told them it was the _Demon Hierarchy_ or demonic power categories. I heard N'Kantu say that he was once a _Pharaoh_ worshipped by the people and he's going to use _Tekamentep's Ankh_ to make him whole again so he can reach greatness.

I heard him say that he summons the _Flail of Anubis_ and the _Crook of Osiris_ after he grew bigger and the bandages fell. He shot a beam at us before he lifted the _Howling Commandos_ and I heard _Frankenstein's Monster_ say that they're his friends.

"The time I spent with you brings me only pity and I'm surprised that _Spider-Man_ wasn't with us but maybe now he'll fill the spot in Fury's collection of freaks" N'Kantu said before I heard my friends ask what he meant by that. "My secret makes people fear me or think I'm a freak, I'm friends with Dracule after all" I said before I saw the _Howling Commandos_ get shocked by their team mate.

They were dropped as soon as N'Kantu said that he'll spare them the pain he'll inflict on Fury before I apologized to Luke who asked why. I whistled " _Pabaisa Sunkvežimis_ " I said before he came and we went in going through the same portal N'Kantu took.

When we landed I flipped in the air after I ran down the ramp landing on a car before I looked to my left to see N'Kantu. I heard my team basically give up before I told them we have a team times two, I heard N'Kantu say that he's no longer under the command of Fury before I heard Fury say his name from the _Tricarrier_.

I saw the _Tricarrier_ shoot him making him fall before he used the _Crook_ to shoot the _Tricarrier_. "Do you guys know someone who can take him down?" I asked them before I heard Blade say that it's over making me sigh.

"So you're giving up on someone you called a friend not too long ago? I wouldn't call that friendship" I said before Jack said that N'Kantu was one of them, knows all of their weaknesses, and adding the _Ankh_ to the mix means they'll lose. "I know that under the surface you guys are friends and friends don't give up on each other, is your definition of friendship shallow and useless?" I asked them before I saw them look at each other.

Jack asked if I have a plan before I asked why they call _The Man-Thing_ the big guy before he told me he's going to need more raw materials. "Have you been in the _New York Sewer_?" I asked once I took off the _Manhole_ _Cover_.

Time Skip: _Giant-Size Man-Thing_

"N'Kantu! Greet the _Giant-Size Man-Thing_ " I yelled before I saw him knock N'Kantu down, when he got up and shot _The Man-Thing_ I shot a web at the _Flail of Anubis_ taking it from him. "Do your best _Man-Thing_ " I said before I looked right at the _Crook of Osiris_ my vision going purple when N'Kantu said that Dracule was right when he said that _Cerberus_ is 'disreputable' making _The Man-Thing_ hit N'Kantu.

N'Kantu was thrown into a tall skyscraper almost as big as him before I heard Jack tell the _Commandos_ to 'monster up' before I saw him jump grabbing the _Ankh_. When I saw _White Tiger_ running up N'Kantu seeing him about to shoot the two I shot a web at both of them pulling them off him before I asked _Nova_ to get _Tiger_ and _Frankenstein's Monster_ to get _Werewolf by Night_.

I saw _Iron Fists_ jump to punch before I shot a web at _Nova_ and _Iron Fists_ who were both about to get shot getting them out of the way again. When I saw _The Man-Thing's_ attack get stopped I swung pulling up to dodge a shot before I moved my body to the side to avoid another.

"Everyone! Get the _Ankh_ " I told them before I shot a web at N'Kantu's eyes blinding him and making him drop the _Crook of Osiris_. I latched myself on the _Ankh_ before I asked for something sharp.

Blade threw his _Silver Katana_ at me and I made sure to catch the hilt because I do not want to live without a hand or fingers for thirty minutes. I cut the _Ankh_ before I swung off seeing _The Man-Thing_ branch out to catch the _Ankh_ before he caught it breaking it, I was glad about that before I saw N'Kantu explode into sand.

I landed in front of _The Man-Thing_ who was shrinking before I said they were all awesome seeing them nod.

Time Skip: on the _Tricarrier_

I heard Fury say that what the _Howling Commandos_ did was commendable before I heard Jack say that he should be thanking my team because they wouldn't have beaten _Pharaoh_ without us. "Blade?" I asked before he told me he won't tell anyone making me nod before he left.

"We won't tell either _Spider-Man_ " I heard Jack say before I asked him why I smelled tea and jasmine. I turned to my _Heat Vision_ to see a man in an _Old English_ clothes outline before I waved at him and he seemed surprised from him asking if I could see him and I nodded.

"My name's Max, _The Invisible-Man_ , and I won't tell either _Spider-man_ " he told me and I nodded thanking him.

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 **A/N: Hello, I finished writing this at 6:30 P.M. on October 9, 2016.**

 **1) I searched up names and meanings of demons and found that** **_Ammon_** **a** ** _Sun God_** **a lot like** ** _Lucifer_** **except he controls reproduction and life.**

 **2)** ** _Baalzephon_** **is Captain of the guard and sentinels of** ** _Perdition_** **according to Wierius**

 **3)** ** _Babael_** **is the Keeper of graves**

 **4) I think it means Deathbed.**

 **I do hope you like this chapter and will continue reading, see you next Monday.**


	39. Patriotic Target

**A/N: Hello, I do hope you like this chapter and will continue reading. I am choosing to update only this chapter today because I want to update a two part episode on the same day, if it's an odd number of parts then two chapters until there's one more left.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Thirty-Nine: Patriotic Target

Peter's POV

I was playing a _Board Game_ with Harry and Mr. Osborn when I handed the _Die_ to Mr. Osborn who was sitting across from me. "You take _Board Games_ very seriously don't you sir?" I asked him when I handed it to him.

I watched him roll the _Die_ on the holographic game before I remembered Fury telling me that I had to watch Mr. Osborn to make sure the change sticks. Mr. Osborn rolled a five, three on one two on the other, before his knight was burned by my dragon.

Mr. Osborn said that he lost all his bucks from that so he was done playing, once Harry asked why he has to leave Mr. Osborn didn't answer but he said to practice because he'll beat us next time. He said he has stuff to do in the _Lab_ and will see us later before I stood up.

I looked at my black _Fossil Chronograph_ watch seeing that it was a little late and I didn't mean to stay here with them for this long. "I have to go Harry, I hadn't meant to stay here this long" I told him before I left hearing him sigh and I felt really bad.

I keep leaving him alone after his dad leaves because of my mission even if I might actually have something to do, I normally have a real excuse to.

Time Skip: Top of a Building

I jumped onto a pillar in my costume before I saw an armored suit, it was red, white, and blue but I know it isn't Tony since he has a meeting right now regarding a deal on tech. When the figure turned I found that it was Mr. Osborn before the _Face Plate_ was put down over his face.

I jumped onto the railing when it looked like he was about to take off before I asked what he was doing. He just asked if I was supposed to be doing something else but I shook my head.

"Until I figure out what you're doing in that suit Mr. Osborn and make sure nothing bad happens to you or anyone else then I'll go" I told him before he told me to call him _Iron Patriot_. He said that he's doing something he should've been doing a long time ago which I'm unsure of what he means by that.

I started following him since I'm not sure whether I should be glad or upset or even uneasy about it. I landed on the side of a building and crawled on it until I saw him hovering in front of the _Frightful Four_ which makes me uneasy.

I heard him ask them if they were supposed to surrender or do the obvious which I'm guessing is fight. If he wants to put away villains then choose _Batrok_ or someone easy not the _Frightful Four_.

I saw _Thundra_ run at him swinging her _Ball and Chain_ saying that it's a set up before he shot her with a _Repulsor_ making her fly backwards into a railing. I heard him say that _Thundra_ was down asking if they could do any better before _Wizard_ started shooting at him but _Iron Patriot_ blocked them with his arms.

I jumped from the building shooting a web at _Wizard's_ eyes throwing him when I landed making him hit _Thundra_ who was going to attack. "Sorry to crash in but until I figure out what's going on I'm staying" I said before I heard _Wizard_ say that they've been betrayed which makes barely any sense.

I jumped dodging glue from _Trapster_ as he shot them before I asked Mr. Osborn what was going on. I shot at _Trapster_ making him fall before I was almost hit by _Claw's_ _Sound Waves_ but I was picked up by Mr. Osborn.

When he landed I was slammed on the ground not even a second before he flew off again to the building we were on before. I tried calling his name asking him if he knows how they fight, he gave a vague description of their abilities before I jumped backwards when I saw _Thundra_ throw her weapon my way.

I was trying to dodge _Thundra's_ punches before I saw _Missiles_ heading our way, I wasn't sure if they would hit us or not so I asked for a time out but didn't need one apparently. The _Missiles_ went over and around us hitting a building that was under construction before I felt a hand grab my head pulling me backwards.

I rolled landing on my feet when I skidded backwards because _Thundra_ decided to throw me before I jumped out of the way when she almost hit me. That however did nothing when the chain wrapped around my left ankle allowing her to spin then throw me.

I heard ticking when I was being held up by _Thundra_ before an explosion was also heard and I was let go when the explosion came towards us knocking _Thundra_ down. I smelled something I didn't like when I got up turning around to see smoke before I jumped over to it.

When I saw Mr. Osborn under the rubble I moved metal boxes off of him before he even asked for help. I asked what was wrong so he asked me to get his back-up _Generator_ because he'll lose _Oxygen_ if the battery dies but I know he's lying.

" _Generator_ or help first?" I asked him before he said the _Generator_ because he can fend them off being a ' _Superhero_ ' now which made me smile slightly. I jumped down from on top of a crate getting the _Frightful Four's_ attention before I swung avoid _Sound Waves_ , glue, and _Tech_.

I swung around a bar that a _Crane_ had a hold of flipping to avoid more weapons that were aimed at me before I jumped off the _Crane's_ arm shooting a web and swinging to land on a building's ledge. I jumped onto the roof of the building when I saw Mr. Osborn in the middle of a circle of _Frightful Four_.

"You need to work on your lying Mr. Osborn" I told him when I landed but he told me he wasn't lying it was strategy. I shot a web at _Claw_ who was about to attack Mr. Osborn before he turned around putting _Wizard's_ plate on _Claw's_ claw.

He said there's a new hero in town before I saw _Claw_ twitching and convulsing seeing his power build up in his claw. I grabbed him pulling him towards me as I jumped backwards away from the blast radius.

I had made it so I took the brunt of the force if it still hit us and it did which wasn't a surprise. I don't know how long I was out but I do know it was long enough for him to tie up the _Frightful Four_ before I sat up.

He asked if I had a pen to write a note with before I stood up "I don't know where you got this idea Mr. Osborn but just because you beat the _Frightful Four_ , with help, doesn't get you a _Secret Identity_ or _Superhero_ status" I told him when I walked closer to him a meter away. "I know that but this is not temporary _Spider-Man_ , I am the future" he told me putting his _Face Plate_ down again.

He said he was a hero making me sigh before I told him using someone as bait isn't heroic but he only said he doesn't answer to me or to _SHIELD_. I shot a web at his right shoulder to get his attention before I spoke.

"You somewhat have to _Iron Patriot_ , if you go out of line in this _SHIELD_ will get involved and it won't be good for you or anyone around you" I told him before he took the web off. "Are you threatening me? You don't know who I am or what I'm capable of" he told me before he took off.

I shot two webs catapulting myself before I swung pulling myself under and then in front of Mr. Osborn before I landed on the building to his left and above him by a few meters. He said that Fury has trained me well in taking on his 'myopic' view saying that Fury's just afraid that he'll do his job better than him.

He said that he's not my enemy because he's cured asking me if I remember what he did, what 'we' did. "If you want to explain that to me prove your view isn't as 'myopic' as Fury's by talking without the armor" I told him before he sped elsewhere saying he doesn't need to prove himself to anyone.

I swung following him before I flipped through a gap in between horizontal bars telling him that _SHIELD_ and Fury don't think he's turned over a new leaf. He stopped flying to turn around showing his shoulder _Missiles_ as he said he's doing good things now.

He shot them before I jumped through the bars of the unfinished building diving down before I shot a web swinging so I wouldn't hit the ground. I ran jumping over concrete pipes before I heard an explosion behind me.

I jumped through a small rectangular window before I shot two webs above me pulling up to dodge more _Missiles_. "You do know that shooting _Missiles_ at me is the same thing that what you were 'cured' of did right?" I asked him before he said he's no longer _Goblin_.

"Mr. Osborn I really don't want to hurt you" I told him before I shot and activated my _Electro Webs_. I landed on the roof of a building making _Missiles_ hit the _Water Tower_ before I jumped onto the building behind him.

He asked what exactly that did when his armor is impervious to electric shocks before the _Missiles_ even hit the _Water Tower_. When I landed on the building I spoke telling him that _Science Nerds_ know that electricity generates heat.

When the _Missiles_ exploded they made him hit the _Bugletron_ but I don't know what he said before I landed in the middle of a crowd. "I don't care what you do to yourself as long as you don't harm yourself or others but that's the exact reason I have to give you to Fury" I told him before the _Bugletron_ was becoming detached.

When it started to fall he told me to get everyone to safety while he holds the _Bugletron_ as long as he can. I told the crowd the show was over before I said that they have to be anywhere but here.

I went over to a young man and who looks to be his mother or of similar relation helping him up before we ran far enough away just in time for the thing to hit the ground. I went over to the damaged _Bugletron_ asking if this was really the new him when he got out from under it.

Time Skip: Top of a Building

"Why are you trying to be reformed like this of all things?" I asked him before he said that in a past life he did bad things. He watched as Octavius turned to how he is now and as he turned things towards Harry's school.

"Yeah I remember that day" I told him before he said that taking out the _Frightful_ _Four_ is only the beginning of making amends before I stood up on the ledge. "And what about Harry? I think he wants to spend time with you not watch you leave" I told him before he told me that he's doing this _for_ Harry.

He wants to be a better man and better father for Harry, he said all that before he put the _Face Plate_ down and took off. I was glad he was wanting to turn a new leaf and be a better father to Harry but he didn't even ask what Harry wants from him.

At that moment though I remembered something that I'm quite sure I won't forget, not because it's bad but because Aunt May was getting help and she seemed so happy.

Time Lapse: Sam in a Dress

I opened the front door of Aunt May's house to see that Sam was in a yellow floor length ruffles prom dress with a yellow sun hat that had a bow on it. "That really doesn't fit you Sam" I told him before Aunt May told me to be nice because he was helping her out making me smile before I thanked him for doing that.

Time Skip: Present at _School_

I was running with Harry to get to the _Bus_ but it already left before Harry and I had our hands on our knees from hurrying to get there. Harry said walking wouldn't be that bad before we smiled at each other and stood back up before we started walking.

I heard a clash of thunder before I heard and felt the rain so we started running covering our heads as we did so. We stopped however when a _Limo_ stopped beside us and the window rolled down.

Mr. Osborn asked if we needed a ride so we got in before Mr. Osborn asked if I lived in _Queens_. When I nodded he asked the driver to stop at _Queens_ but I told him he didn't have to because I have to _Tutor_ Harry today.

When he asked 'what class?' I knew he wasn't angry but apparently Harry didn't know that when he basically stuttered 'all of them' making Mr. Osborn frown. He apologized to Harry for not being around to help him with it and will be for now on shocking Harry.

When we were dropped off and the car left I asked what Harry thinks of his dad but he said that he's a whole new person but said everyone deserves a second chance. "Does that include _Spider-Man_? You did say everyone" I asked him but he said that _Spider-Man_ ruined every part of his life but it isn't impossible.

When we walked into the building he asked why I cared about it so much but I just shrugged since answering will probably make him hate me.

Time Skip: the _Tricarrier_

Fury asked me why I cared before I sighed telling him everyone deserves a second chance which I believed whole heartedly before Harry told me what he did. Fury asked me what he should be bothered more about: Mr. Osborn going around in unsanctioned war-armor or that I didn't bother bringing him in.

"Not true Fury, I can't exactly bring him in as Peter Parker nor can I do so when he saves someone without breaking a law of some kind" I told him before he sighed telling me to do my job. I left the _Tricarrier_ swinging to where Mr. Osborn is at hearing the _Face Plate_ fall on his face when I landed behind him.

He asked me if I was still spying on him and I shrugged saying that we need to talk but he said that can wait because someone's probing his _Security Cameras_. He asked if I wanted to help when he turned around "I'll help if you go talk with Fury, if you can't then we'll have to fight" I told him before he said he'll go talk to him.

I asked him why he changed his mind but he only said that he had a lot of amends to make, Fury being one of them. "I would watch out though" I said when I smelled the air smelling _Vessels of Iniquity_ turning my head to the right and then behind me and the right again.

 _Doc Oc_ said 'not so fast' and said it's because he's going to be the first to make amends to Mr. Osborn and it'll be with my life. Mr. Osborn and I hit our backs with the other's before I told him that we should trust each other so we don't get killed and was glad he agreed with it.

The _Spider Army_ ran at us before I jumped in the air spinning as I did so before I swung around the building trying to dodge _Spider Soldiers_ behind me. I jumped off the building when there was no more building allowing Mr. Osborn to shoot _Missiles_ at them blowing them up.

Mr. Osborn asked me if making them agitated so they make mistakes is a part of my technique but I shook my head. "I would watch out, they're _Venom_ in almost every way" I said before they remade themselves.

Mr. Osborn shot one with a _Repulsor_ but it didn't work so instead he went with _Missiles_ which I think will have the same result. I was somewhat correct about that when they jumped dodging them before one got close enough to him so he shot a _Repulsor_ which didn't work.

I tried kicking one then punching the one to my left and continued that before I jumped back when Mr. Osborn said they were adapted to his attacks. Mr. Osborn said that he was running out of power and I saw that when I saw small cracks in his _Face Plate_ and sparks coming from where the _Power Core_ is most likely located.

I was knocked down by a _Spider Soldier_ before I could get to him before I freed myself shooting webs at _Iron Patriot_ pulling him towards me before I caught him. I put his right arm over my shoulders and headed to his _Lab_ before he even told me where to go.

When we crashed through I made sure I didn't let go of Mr. Osborn in case the _Face Plate_ cracked anymore before he got up and I followed him. He went to a case by the back wall and opened it saying that the _Plated Power Cell_ is all he needs before I turned around to see the _Sider Army_ and an _Octobot_.

 _Doc Oc_ appeared on a _Hologram_ telling us that his _Spider Army_ are only _Venom-Like Drones_ wearing _OSCORP_ _Armor_ something Mr. Osborn always dreamed about. "I already knew all that it's not that hard to tell you know, plus Mr. Osborn doesn't want that anymore, unless you were lying about protecting Harry?" I asked looking at Mr. Osborn with my arms crossed.

I shot a web at Mr. Osborn when he said that he wanted to create them a while ago webbing his left shoulder to the wall before he said that since his reversion before the door opened. Harry dropped the _Pizza_ /tray when he realized who was here before he looked at me saying my name with venom lacing his tongue.

"Not what it looks like Harry" I told him before I took the webs off Mr. Osborn's left shoulder, at least I tried to before Harry told me not to touch him. He told me to leave him and his dad alone and take 'my' _Spider Army_ with me making me tell him that the Spider _Army_ isn't mine but _Doc Oc's_.

He asked me why he should believe me but I shook my head before I heard _Doc Oc_ gave the orders to attack us. Mr. Osborn told me to get Harry to safety but I'm not so sure he'll let me.

I shot a web taking Harry with me before he told me to let go hitting a place on my shoulder blade when he did so, I may have a quick _Healing Factor_ but I'll still be sore even after it heals. We ran through the doors running down the hallway before I shot a web at the _Elevator_ making it so the doors opened.

I shut the doors when we were inside but that was before a _Spider Soldier_ came in so I told Harry to hit the _Lobby Button_ but I don't think he did when the _Spider Soldier_ and I were fighting. I can barely remember what the two of us did in our fight because it was a cramped space and I was trying to protect Harry and nothing else while I was fighting.

I hit the corner of the _Elevator_ before I shot to webs after I shook my head when I was on the ground covering his eyes and irritating the thing. I punched it when it was having trouble getting the webbing off before I heard an explosion and the _Elevator_ started falling after.

I said this was bad before I jumped onto the ceiling punching the top and crawling out to see that the cords that keep the _Elevator_ from crashing was cut. "Harry we have to get out of here, if you _think_ your dad is gone what do you think he'd want you to do? I'm pretty sure he wouldn't want you to die" I told him as I shot a web at his shirt.

He was being stubborn in leaving and I don't really blame him but as soon as I had said that the _Elevator_ was being slowed down and I smelled iron, bronze, and _Aftershave_. I shot another web at him pulling him out before I grabbed a hold of him, when we jumped out I shot a web at Mr. Osborn pulling him from under the _Elevator_.

I tried helping Harry up before he pushed me away telling me that I've tried to kill him and his dad making me sigh before Mr. Osborn said that I've been trying to help them the whole time. The two hugged each other after I told them they can think of me however they want and that I don't care if they hate me for anything I do.

Time Skip: _Tricarrier_

I was standing to the left of Fury when he asked Mr. Osborn to tell the truth if he can manage that before Mr. Osborn told him that Dr. Octavius stole his tech and wants another chance to destroy him. Fury apologized for being skeptical before he said that until Mr. Osborn brings down Octavius he won't stop spying on him.

Mr. Osborn said that it's fine because he has a lot to make up for looking at Harry when he finished speaking. I shook Harry's hand when he held it out to me "I should be thanking you not the other way around" I told him confusing him before the two left.

"How're we gonna celebrate that win Fury?" I asked him before he said that I did a good job asking what I had in mind. I told him and for some reason it took little pleading for him to play.

We don't ever play anything unless you count arguing over something 'playing' so I was surprised before we had sat down and said that he doesn't know why he let me talk him into this. I handed him the _Die_ before he rolled it making his character get burned by the dragon.

"You can still get better at the game Fury" I told him before he left leaving a sort of _Bomb_ on the game before I shot a web on top of it. It didn't make a huge explosion which I'm happy about because that would've ruined the _Tricarrier_ if it exploded.

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 **A/N: Hello, I finished writing this at 3:25 P.M. on October 16, 2016.**

 **I do hope you like this chapter and will continue reading.**


	40. Mistaken Decisions

**A/N: Hello, I do hope you like this chapter and story and will continue reading. I apparently get really bored writing this otherwise I wouldn't have stopped writing the next chapter for almost the whole evening until 8 P.M. I'm still going to update it today just after I finish writing and editing it when I get home.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its character and I don't really want to, the show would be terrible if I did**

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Chapter Forty: Mistaken Decisions

Peter's POV

I was _Hover Boarding_ through the _New York Sewer System_ following _The Lizard_ who was covered in _High-Tech Armor_ before we turned right into another _Pipeline_. I ducked, jumped, and jumped again shooting a _Web_ at my _Hover Board_ this time so I wouldn't get hit by the smaller _Pipes_.

I shot a _Web_ behind me making contact with one of the smaller _Pipes_ as a breaking mechanism but my _Web_ snapped. I angled the _Hover Board_ so the bottom of it would skid across the wall instead of having my face hit it.

I jumped over _The Lizard_ who tried hitting me with his tail flipping in the air landing on my feet before I was slammed into the wall breaking it and chipping my spine. I heard a sizzling sound before I opened my eyes to see that _Lizard_ had _Shock Gauntlets_ which is new so I voiced that.

He made an annoyed sound, sort of like a yell but not, before he was flying with Mr. Osborn who came in through the wall in his _Iron Patriot Armor_. "Thank you" I said before _Lizard_ hit the wall hearing Mr. Osborn tell the 'sewer creature' to surrender when he cracked the _Armor_ over the shoulder.

 _Iron Patriot_ is weaker compared to _The Lizard_ so it didn't work out too well for him when he was overpowered and was slammed into a wall behind him. He was being slammed into the wall repeatedly three times, the first included, before he was thrown across the circular enclosure and into a wall.

Mr. Osborn got up flying into the air a few meters before he stopped saying 'you don't know the power I possess' and what not before he told Dr. Connors to stand still using his name. Dr. Connors however didn't stand still making Mr. Osborn try shooting him but it didn't work out too well for him, again, when he was slammed into the ground with _Lizard's_ tail when he flipped in the air hitting Mr. Osborn.

I stepped to the left dodging two of Mr. Osborn's shots when he got off the floor before "accuracy! You need better accuracy" I said cupping my hands around my mouth so he can hear me say it over the sound of the fight. When I heard a cracking I looked behind me at the holes and then the crack to see it was growing and I knew this was bad.

"I'll get it" I said shooting a _Web_ and pulling myself onto the ceiling where there's webs of cracks on it. I became worried about the rubble that was protruding from the wall because of the cracks though so I couldn't try fixing them.

I had my left hand keep the top one from falling moving my right leg to a spot keeping it there so my back kept another, larger one from falling. My right hand dangled as I watched the fight hoping it won't take too long because I can't keep this up for much longer.

I saw Mr. Osborn shoot two _Repulsor_ shots at _The_ _Lizard_ before he continued running to keep from being hit. "I do hope you finish soon otherwise this'll drop" I said before my mind decided I couldn't get out of a _Motion Picture_.

Scene Change: In Peter's Head

I was hanging upside down tied from rib to ankle in rope before I heard a man say that we were playing ' _Who's in Trouble_ ' asking who someone thinks is holding up a small portion of _Manhattan_. He went over to a _Podium_ with a _Lever_ telling the imaginary crowd to say it with him " _Who's in Trouble_!" the crowd had yelled enthusiastically before the _Brunette_ pulled the _Lever_.

I looked below me when I heard the sound of something opening to see two _Alligators_ trying to grab my head with their jaws. I felt a heat above my feet so I looked up to see a fire on the rope holding me up.

The _Brunette_ came over to me holding the _Microphone_ in my direction before I said 'me' and as a result he gave me a thumbs up. "You're correct" he said before he told me 'it is you' but that was where the _Motion Picture_ stopped.

Scene Change: _Sewer System_

My hand was slipping so I extended my claws which I'm glad were smaller than in my real form otherwise it would make things worse. "You're going to need to hurry up _Iron Patriot_ " I said but I wasn't sure he was even listening to me.

The _Mace_ at the end of _Lizard's_ tail slammed Mr. Osborn into the wall behind him so he was sitting against it before _Lizard_ slammed Mr. Osborn's wrists against the wall activating his _Shock Gauntlets_. I heard a crash and saw _The Lizard_ on the ground so I'm guessing, from the shots I had heard before the crash, Mr. Osborn got his wrists free and shot _Lizard_ off of him.

Mr. Osborn said he wasn't getting away when _Lizard_ was already crawling through a _Sewer Pipe_ before I got his attention. "Would you mind helping me first? Unless you want some of _Manhattan_ to fall with me?" I asked before he flew over to me moving a _Beam_ over a crack that my _Web_ held so I could move to keep a small section from falling behind my back.

I heard a sizzling and looked over to see Mr. Osborn melding the _Wooden Beam_ to the wall before I shot _Webs_ at the ceiling jumping down when that was done. I fell to a knee when I landed before I looked at the ceiling not seeing any other problems that can't be fixed permanently right now.

I saw that the problems right now won't be a real problem for another three to five hours so I sat down. Mr. Osborn walked up to me and I knew he was upset, irritated, or both so I asked what was wrong.

He told me that he snagged something off of _Lizard_ before he got away when he had to 'save' me. He showed me a piece of _Doc Oc's Tech_ making me shrug "its _Doc Oc's_ so what? Until he does something that will cause major problems and until we can actually locate him we can't do anything about him" I said when I got up.

He said that _Doc Oc_ used his technology as a starting place making me sigh before I saw an _Algorithm_ on the wall of the _Sewer_. "It's a _Formula_ for a _Serum_ of some kind" I said when I heard Mr. Osborn behind me.

He agreed with me asking who left it here but I shook my head "I know who did but the real question is what the _Serum's_ for" I said when I turned around with my arms crossed. "Is it for Dr. Connors, the _Symbiote_ , or is it for the _Goblin_? I'm sure _Doc Oc_ still has the _Genome Sequence_ for _Goblin_ " I thought out loud.

Time Skip: _Tricarrier_

I was in the _Lab_ with Agent Coulson but I was looking through a _Microscope_ while Agent Coulson was standing to my right asking if I really found the _Formula_ on the walls of the _New York Sewer System_. "Yes we did, I had figured it was a compound of a _Serum_ so when I got here I broke it down and found out my _Hypothesis_ was correct" I said pointing to a _Holographic Screen_ in front of him.

"I'm thinking Dr. Connors created it but I'm not sure if it's for him, the _Symbiote_ , or in case _Doc Oc_ tries the _Genome Sequence_ for _Goblin_ again" I said before I put a few drops of a purple liquid contained in an _Eyedropper_ into a _Test Tube_. The added liquid turned the glow in the dark green liquid gray before I told him that it's most likely a _DNA Trigger_.

"It could reverse the effects of a certain _DNA Sequence_ and return what was changed back to its original form, I just have to figure out what this _Serum_ is for" I said picking the _Test Tube_ up and walking over to a _Sterilizer_ putting the _Test Tube_ in it. When the top closed I typed in a few commands in before the machine started working and a section of the machine opened revealing a _Container_ with blue liquid inside.

I put the _Container_ into my right _Web Shooter_ telling him I'm going to see what it does, I also said that if it makes things worse instead of better I'll take any punishment they deem is worthy of the mistake. The doors to the _Lab_ opened revealing _Nova_ who called my nickname telling me to check something out so I followed him.

We headed to a section of the _Tricarrier_ and before we even got to the door I heard Mr. Osborn talking. When the door opened I heard Mr. Osborn, who had his _Iron Patriot Armor_ minus the _Helmet_ on, say that we need to be proactive now.

He said that we should do something before his tech gets used to 'super charge' every _Villain_ in the World. "I've had a bad feeling since the _Sewer_ , this is making it worse" I said when I was standing with the rest of my _Team_.

 _Iron Fists_ was behind me and to the right, _Power-Man_ behind me to the left, _White Tiger_ behind _Nova_ and to his left, while _Nova_ was to my left. _White Tiger_ said the last person who yelled at Fury got thrown out of the window after _Power-Man_ said that we all know this isn't normal.

That wasn't what I had meant though before _Power-Man_ said something about Mr. Osborn's tech but I wasn't really listening to that part at the time. 'Friends close, enemies closer' was the situation _Power-Man_ thinks this is and I nodded but that still isn't what I mean.

"In other words he could still be our enemy despite looking and acting cured" I said before _Power-Man_ said that I was correct. "Well you're close to what I was guessing" I said before _Iron Fists_ asked what I meant but I shook my head.

Agent Coulson ran in telling Fury he needs to look at something before he pressed a button on the _Computer_ showing the _Daily Bugle News_. Jameson said that _Ryker's Island Prison_ is under attack and I knew what was happening.

He blamed me for the _Prison Breakout_ making me sigh when _Nova_ elbowed me saying that Jameson still blames me for everything bad. "I don't mind, he can say and think what he wants about me" I said before Fury turned to my _Team_ and I telling us it's time to move.

I saw Mr. Osborn put his _Helmet_ on before he left saying he was going as well and that Fury shouldn't try to stop him. I was at the door waiting for Fury to tell me something since I know he will "keep an eye on Osborn and keep your friends close" he told me and I nodded saying I will.

Time Skip: _Ryker's Island_

I felt a section of the _Tricarrier_ descend before it landed and we got out "split into teams: _Power-Man_ , _White Tiger_ , and _Iron Fists's_ _Team 1_ " I said before I told them to get the _Prisoners_ but harm them as little as possible. _Power-man_ said they got it before they ran to do their job, I turned to _Nova_ and Mr. Osborn who were hovering in the air.

" _Nova_ and _Iron Patriot_? Control the fire and seal the exits, welding metal is the one thing you guys can do that the others can't (1)" I said turning back around. I shot a _Web_ when _Nova_ asked what I was going to do "make sure there's no stragglers behind the _Prison_ " I said before I swung off to do my job.

I swung again flipping over a high wall landing on my feet before I looked to the door at my left when I heard it open to see two _Prisoners_. As soon as they saw me though they said 'no way!' and ran back inside closing the door on their way back in.

I shot a _Web_ webbing the door close before smelling two _Revengers of Wickedness_ , a _Maligenii_ with a mix of _Revengers of Wickedness_ , two _Sowers of Discord_ , and a _Vessels of Iniquity_. I saw _Rhino_ , _Electro_ , _Kraven the Hunter_ , _Scorpion_ , _Lizard_ , and _Doc Oc_ all in _High-Tech Armor_ before _Doc Oc_ came closer saying that their common enemy is here as well as the reason he has freed all of his allies.

I told them they can find a new enemy if they want or what would be better is that they stop finding one altogether. _Doc Oc_ said that they were just about to tear the _City_ apart looking for me and I didn't like the sound of that so I was actually glad I came back here.

"It's been a while besides I figured this would happen anyway" I said before he said that since I figured that out I should do something about the rest of his plan by trying to beat the new and improved, technologically advanced _Sinister Six_. "So why exactly did you do this? Besides ganging up on me" I said before I dodged _Rhino_ by jumping over him when he charged at me.

I leaned back to dodge a punch from _Kraven_ before I kicked his chest which was slightly above me letting me kick him over me before I got to my feet. I dodged the three thrusts of _Scorpion's_ tail before I jumped back dodging the swipe.

I ran to dodge _Electro's_ two electric shots before I heard _Doc Oc_ tell me not to forget about my friend, I haven't though, saying my friend wants to play to. I yelled trying to make it loud enough for my _Team_ to hear when I was running but I don't think it was before _Lizard_ was in my path.

"It's me Dr. Connors remember?" I asked him gesturing to my _Face Mask_ seeing him activate his _Shock Gauntlets_ charging at me before he jumped almost hitting me but I jumped up before he could. I swung onto a building climbing up it before I pulled myself up on top of it hearing _Doc Oc_ say that my friend was going to help them destroy me and my _Team_.

"Wrong place wrong time, I'm supposed to meet Dracule tonight" I said before I jumped down to avoid the electric shock from _Electro_. I used the rubble above me to pull myself up and over it jumping left.

When the rubble hit the ground I ran forward hearing _Kraven_ say I can run before my _Spider Sense_ was blaring. I couldn't dodge the _Claw_ that was coming my way so I was slammed against the wall cracking it before it was taken off my chest making me fall to my knee.

I tried dodging _Scorpion's_ tail, after I was told by _Kraven_ that I can't hide, and I did however I didn't pay attention to anything else which ended up with me on the ground pinned to it by _Lizard_. That was before I had flipped us around and flipped off of him though "I know you can hear me Dr. Connors" I said before I saw electrical shocks from the neck section of his _Armor_.

The _Electrical Current_ went towards me though shocking me but it wasn't as bad as the other times I've gotten shocked. It was bad enough however to slow my reaction time so I was hit by _Lizard's_ tail making me stumble backwards.

I was thrown into the air and I did not like that because _Black Wolves_ can't fly, I tried shooting a _Web_ to swing and that worked but not for long when it was cut by _Electro_. I flipped in the air when that happened before I was picked up by _Doc Oc_ while I was still in the air.

I was slammed into the ground again before I heard _Doc Oc_ tell _Scorpion_ that he should be able to assist him in ending my existence. I heard _Scorpion_ say that it would be an honor to do that before I heard a shot ring out as well as a grunt from _Scorpion_.

I heard _Nova_ and the others smelling them as well before _Electro_ was hit, _Rhino_ following not long after because of _Iron Fists_ and _Power-Man_ with how close they were at the time. I heard _Iron Fists_ grunt when I heard a *tap* before I heard the telltale sign of _Missiles_ flying through the air.

I flipped out of the way just in time to not be in the cross-fire before I complimented their teamwork and thanked them for helping as well when I landed on my feet. I tried to give orders but Mr. Osborn pitted them against their own enemies which isn't good before Mr. Osborn told me I have to go after _the Lizard_ while he takes _Doc Oc_.

I shrugged before I nodded and he told my _Team_ that their weaknesses are only psychological because they don't believe my _Team_ can win. My _Team_ was doing well, or at least _Power-Man_ and _Nova_ were, from what I saw.

I turned around to see _Lizard_ climbing up the walls so I went to go after him but Mr. Osborn stopped me saying that I should follow _The Lizard_ because they can handle the others. "I was going to" I told him but I swung off before he could say anything else, after a bit of swinging I swung into a hole that I smelled _The Lizard_ go in.

I had a bad feeling again when I was swinging through smoke landing on a platform perching myself there before I jumped back when I smelled _Lizard_ below me and getting closer. I jumped back again grabbing the railing so I wouldn't hit the wall to dodge _The Lizard's_ jaws.

I jumped over it legs first to dodge _Lizard_ again when he charged at me landing on the platform below. "What _Algorithm_ did you write on the walls of the _Sewer_ Dr. Connors?" I asked him before I jumped to avoid him hitting me.

When I had landed I looked behind me just in time to see him a foot or two away from me and getting closer before I jumped backwards to dodge a punch that was way too close for my liking. "I know you can hear me Dr. Connors so tell me what that _Algorithm_ is for" I told him when his _Face Plate_ moved up so I could see his eyes.

I shot a _Web Ball_ at him because I know he'll dodge the _Serum_ if I shot it instead and I rather not have it break until I know what it's for and I know I can recreate it if it's a necessity. I jumped over the railing reaching the _Ground Floor_ to dodge a swipe of his tail before I was running jumping to swing but not swinging far either.

I tried to swing again but was slammed outside the _Prison_ landing on my side and cracking some rib bones before I looked behind me when I heard shots. I looked around again to see that the strategy that Mr. Osborn came up with wasn't working and it was not long after I left that I felt something was wrong.

"Mr. Osborn what did you do?" I asked him when I saw that my whole _Team_ was down and somehow I knew that he had something to do with it, whether it was bad orders or the orders stopped working and he wouldn't give new ones it was his fault. I was pinned to the ground with my back on it coming face to face with _Lizard_ who was snarling before I heard _Doc Oc_ tell his _Team_ that they're going to give _Iron Patriot_ a proper _Sinister Six_ send off.

I didn't like the sound of that at all before I ignored Mr. Osborn who stood up listening to _Doc Oc_ say that it wasn't a question on how they would win but how easily they would. I saw _Rhino_ knock Mr. Osborn into the air before _Kraven_ extended his _Mechanical Claw_ so he was pushed to his right in the air and higher as well.

 _Kraven_ had _Missiles_ on Mr. Osborn but only one hit before _Electro_ shocked him making him skid on the ground before he stopped. When he did stop I saw _Scorpion_ put his tail on _Iron Patriot's_ chest so he couldn't get up.

I heard _Scorpion_ say that they won before I heard Mr. Osborn tell _Doc Oc_ to end it now but I know it won't be as easy as that. _Iron Patriot's Helmet_ was taken off before I saw a _Gobliny_ green colored liquid in a _Syringe_ which I knew was really bad.

I used my real strength, or at least a portion of it, to get _Lizard_ off of me before I heard _Doc Oc_ say that Mr. Osborn was going to live as the monster he really is. _Doc Oc_ grabbed me pulling me in front of him saying that we should see what the _Goblin Serum_ does to me but I shook my head.

"With my _DNA_ it won't really change much, I had tested what it would do on a simulation and corrected the mistakes the _Computer_ made to find that it changes nothing with my _DNA Sequence_ " I told him making him laugh. I shot a _Web_ at his face making him throw me away from him before the _Needle_ even got close to me.

I was picked up by _Lizard_ before I heard _Doc Oc_ tell him to end me shocking him once, _Doc Oc's_ own _Face Plate_ was down so Webbing won't get in his eyes again. I was slammed into the ground when _Lizard_ let out a painful shrill before I jumped backwards to avoid a punch.

I jumped to the right out of the radius of his tail when he swung it to dodge it before I jumped backwards to dodge it again when he got a step closer swinging his tail down. I saw _Doc Oc_ pick Mr. Osborn up before I shot a _Web_ at the _Syringe_ pulling so he wouldn't inject it before I jumped to dodge _The Lizard's_ claw landing on the back of his neck.

I pulled _Doc Oc_ so he fell over once _The Lizard_ hit the ground from the force of my landing. I pulled the _Shock Device_ off of _The_ _Lizard's_ neck without difficulty, just like picking up an uninjured, not messed up foot to walk.

I shot the _Serum_ into Dr. Connor's neck before I jumped back when he stirred pulling off the _Armor_ and losing the green and scales which I was glad about hoping it stays that way. I had cured Dr. Connors but didn't stop Mr. Osborn from turning back into the _Goblin_.

"You did not just" I said before _Doc Oc_ said he did, said that he won but he did more than that: he destroyed a being, ruined something that will take a long while to fix again. _Electro_ shocked the place in front of me when I was about to take a step forward my vision turning purple making me stop.

I jumped out of the way of _Rhino_ before dodging left to avoid _Scorpion's_ tail, I jumped backwards when he didn't attack again. I jumped right to dodge a bolt from _Electro_ as soon as I landed though.

I jumped left to avoid another bolt and did a backwards cartwheel to avoid another one before I shot a _Web_ at _Electro_ swinging him at _Kraven_ who was told to grab Dr. Connors. "You of all people are not stealing him away again" I said when they collided with each other.

I put the _Shock Gauntlets_ that _Lizard_ had on before I asked the _Sinister Six_ who weren't being pummeled by _Goblin_ to come and get me. I was standing like a dog would, on all fours, before I leaped over _Rhino_ who was the first to volunteer hitting him in the back with a _Gauntlet_.

When I landed in was still on all fours since I'm faster this way, I jumped to dodged _Scorpion's_ tail before I grabbed it pulling him in a circle colliding him with _Electro_. I still had a hold of his tail so I threw him at _Kraven_ next letting go before I looked behind me to see _Rhino_ who was knocked down by _Goblin_.

" _Revenger of Wickedness_ and _Sowers of Discord_ " I whispered before I heard _Goblin_ say that no one controls him which I knew was why he was doing this. "Thank you, regardless of your reasons" I said before I looked behind me to see _Scorpion_ thrust his tail at us but I leaned my upper body left to dodge it.

I punched him with the left _Shock Gauntlet_ before I saw what Goblin had planned when he looked at the pile of _Goblin Serum_ and then at my _Team_ when he beat _Doc Oc_. I looked back in time though to dodge _Kraven's_ extending _Claw_ before I grabbed the chord with the _Shock Gauntlet_ shocking _Kraven_ with the _Electric Current_ it created.

I threw _Kraven_ at _Electro_ getting his attention before they collided, I looked around for my _Team_ to see that they were gone and _Goblin_ was nowhere to be seen. "Where are you _Goblin_?" I asked before I heard him say that he's over here which turned out to be on the section of the _Tricarrier_ we arrived in.

He told me that I lost everything and of course no one to blame but myself for not paying attention. I had taken the gloves off as soon as the fight with the _Sinister Six_ ended so I shot a _Web_ at the _Tricarrier's_ ship but it snapped so I landed on the roof of the _Prison_.

I jumped back flipping on the way down landing on my feet to avoid getting shot before I looked for Dr. Connors to see him before he said my name. When he said my name however I was already running towards him.

He said I saved him but I shook my head "a small gesture to make up for what you've done for me and to make up for the much larger mistake I made years ago" I told him as I helped him up. "Now I have a new mistake to correct" I said before I spoke again "which includes saving my friends and Mr. Osborn again" I said before I apologized to Dracule out loud.

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 **A/N: Hello, I finished writing this at 8:30 P.M. on October 22, 2016.**

 **1) I know Power-Man can as well but he means that they'd be more useful there with how their personalities are. Power-Man is a lot more gentle with others than Nova and Iron Patriot are and there are more Prisoners than there are exits.**

 **I do hope you like this chapter and will continue reading.**


	41. Revealing Decision

**A/N: Hello, I do hope you like this chapter and story and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its character and I don't really want to, the show would be terrible if I did**

* * *

Chapter Forty-One: Revealing Decision

Peter's POV

I was using my _Spider Cycle_ to get over buildings when I told Fury that _Goblin's_ back so he told me something about _Hudson Docks_ _16th Street_ and that they're ten minutes from there. He told me something about my _Team_ before saying that I shouldn't be rash before they get there which I know about already.

"I know Fury" I told him before I ended the call reaching the _Docks_ before I got five pings underneath me so I sped up when I heard an explosion behind me and smelled the creations of _Vessels of Iniquity_ which isn't good. I looked behind me when the noise stopped but the whirring didn't to see the _Helicarrier_ which I'm surprised is still working.

I had my _Cycle_ shoot a _Web_ at the bottom of the _Helicarrier_ before I had it go over the top so I could get on before I performed a somersault landing on my feet in front of the doors that opened. "Greetings _Goblin_ , where's my _Team_ or did you turn them into _Goblins_ already?" I asked him when his _Face Plate_ retracted making him chuckle darkly at me.

 _Goblin Nova_ came from the sky hovering in front of me before _Goblin Iron Fists_ came up from the floor behind _Nova_. I heard a thump seeing _Goblin White Tiger_ behind me who growled/snarled at me hearing another thump to see _Goblin Power-Man_.

" _Goblin Gas_ is what it's called and I'm going to do the same to the entire _City_ if you must know" _Goblin_ said and I didn't like the sound of that. "I knew this would happen, I am so sorry for not stopping this everyone" I said before _Nova_ asked why I was sorry.

 _White Tiger_ agreed to that saying that _Goblin_ only showed us who they are on the inside before I did a backwards handspring to avoid _Tiger's_ attacks. I got a call from Fury telling him he's too late before my _Communicator_ got shot making me sigh before I stood from my crouched position.

"Really _Nova_?" I asked him before he apologized but I know he didn't mean it when he said that no outsiders were allowed. _Power-Man_ said it was _Team_ only hearing _Iron Fists_ say that we rise as one and we fall as one.

"I really need to find a way to cure you guys otherwise this is going to become a way bigger problem" I said before _Iron Fists_ said that there's no problems here charging at me before I jumped over him, jumped on _Power-Man_ , and used that force to jump above _Nova_ pushing him down when I jumped. I rolled before I punched _Goblin's_ suit cracking it with each impact before he asked what exactly I am but I didn't answer before he grabbed my right fist throwing me despite the palm breaking apart on impact.

I skidded back extending my claws to stop myself before _Goblin's Face Plate_ diverged revealing his face. _Goblin_ told me that he wants me front and center for the big event where he turns everything into a _Goblin_ before I jumped off the _Helicarrier_ to dodge a shot from _Nova_.

I didn't exactly want to plummet to the ground so I shot a _Web_ at the bottom of the _Helicarrier_ swinging anywhere but here in a tactical retreat. I heard _Power-Man_ ask where I was going so I stuck to the side of a _Skyscraper_.

" _Thor's_ least favorite thing in the battle involving _Frost Giants_ , _Loki_ , and us" I yelled back not really sure if they remembered that it was a tactical retreat which _Thor_ thought of as running away from a battle. I swung knowing that they were following me before I flipped in the air over a _Crane_ shooting a _Web_ again to turn down another road.

I landed on a _Water Tower_ trying to see if I can get my _Communicator_ to work but it didn't work so well from the glitching and static sounds it was making. I jumped forwards spinning around in the air to see that it was _Iron Fists_ that my _Spider Sense_ decided to blare in my ears for.

I backed up before I choked on the smog _trail_ Nova made when he flew in front of me telling me that I should realize I suck as a solo act making me nod. "I already know that Nova" I told him before _Power-Man_ threw me at _White Tiger_ who tried to swipe at me but I used the fact she swiped too early to push myself off of her claws.

" _Loyalty_ , _Morality_ , _Humility_ , _Honesty_ , _Nobility_ , _Cooperative_ , those are the traits of a _Wolf_ and something that regards my secret" I told them when _Power-Man_ said my loyalty is to the _Team_. The others said that I need to become a _Goblin_ to think straight making me shake my head at them " _Honesty_ and _Morality_ as well as the ability to show _Nobility_ is what keeps _Loyalty_ to you in the backseat, however…" I said but didn't get to finish.

 _Nova_ told me to stop talking and join them but I shook my head "I intend to cure you since I know you don't really want this" I told them before they all jumped at me but I kept dodging them. I jumped backwards when _Tiger_ tried clawing me to dodge it before I ran off the building jumping down before I shot a _Web_ swinging on it.

I landed on a flat roof with a _Billboard_ on it before I dodged shots from _Nova_ jumping backwards to get farther away from _White Tiger_ when she jumped in front of me. I looked up before I jumped to the left to avoid _Iron Fists'_ punch which cracked the ceiling.

I ended up near the ledge before I saw a shadow kicking _Power-man_ in the ribs making him lose his balance before I took a breath blowing wind from my mouth making him fall over. I _Webbed_ his feet to the ledge before I did the same to his arms when I shot a _Web_ pulling him forward and dropping him lightly on the ground to _Web_ his arms to the ground.

I jumped over _Tiger_ and to the left before I faced her when she wasn't slashing me anymore before I heard her say that I'm delaying the inevitable. "Sorry but not true, you guys have the powers of a _Demon_ in the _Demonic Hierarchy_ while I'm an actual _Demon_ " I said when _White Tiger_ said that.

"Not human so that logic doesn't apply to me" I said when _Iron Fists said_ it was human nature to fight against change. I jumped to the right to avoid a shot from _Nova_ before I jumped backwards when I was in front of _Power-Man_.

He asked me to imagine what I could do with limitless power making me shrug "basically anything except go home and doing my job" I said choosing to fall backwards off the building before I shot a _Web_ swinging before I let go when I smelled _White Tiger_ behind me. She rolled on the flat roof of the building while I was on the ledge before I jumped over her when she clawed at me, I also avoided a shot from _Nova_ as I stuck to a wall.

 _Nova_ told me to admit that I'm a failure as I stood up "I'm a failure, do you hear me? I'm a failure, I'll say it as many times as I want because I know it's true" I said surprising them. _Nova_ said that if I've been more like _Goblin_ I could've saved Aunt May the pain of all my lies making me roll my eyes under my mask as I dodged _White Tiger's_ claws.

"She knows my biggest one and she thinks that's enough" I told them before I jumped to the side to avoid _Power-Man_ slamming me before I jumped again to avoid _Iron Fists'_ fists. I slipped however when I landed on top of a pile of rubble before _Iron Fists_ said that I could've probably saved them, my _Team_ which is my responsibility which in some cases is true.

I jumped when I heard _Power-Man_ say that I could've saved my Uncle Ben which isn't true, I am strong stronger than _Power-Man_ in physical strength and stronger than all of them for not succumbing to the promises power brings others. I ran towards him and used a small portion of my strength to punch him making him fly back a few feet.

"I do apologize for this but I don't like power, it corrupts people just like it's doing to _Goblin_ and to you" I said before I told them that team mates, friends, don't say and do this to each other. I shot a _Web_ at _Iron Fists'_ fist when he was about to try and punch me from a few feet away making him punch the wall when I pulled them there.

"Friends don't try to hurt each other, I don't care if you don't think of me as a friend for one reason or another but..." I tried to say before _Nova_ said we weren't friends to begin with. "Even if I'm not your friend you guys are my friends" I said stepping right to avoid _Nova_ who swooped down at me.

I shot two _Webs_ at his shoulder blades before I pulled him back ducking making him hit _White Tiger_ instead of me. "I know you guys have thought of me as your friend before all of this otherwise you wouldn't have trusted me to tell you my secret for this long" I said before I jumped over _Iron Fists_ , _Power-Man_ , and _White Tiger_.

I slid under _White Tiger_ when she tried clawing at me before I rolled to my right to avoid _Iron Fists'_ punch. I ducked avoiding _White Tiger's_ swipe before I jumped on top of a thing that _Construction Workers_ use to build on.

I saw a _Handle Bar_ attached to a _Chord_ before I heard Agent Coulson tell me to grab on so I did being pulled away from my _Team_ but for good reason. I kept a firm grip on the _Handle_ even as the ship kept swerving and looping because _Nova_ followed shooting at it.

"If you don't like me why are you following me instead of waiting for me to find you _Nova_?" I asked him before he said he's only doing this to kill me. As soon as he was about to shoot again though Agent Coulson shot him so I looked up complimenting his accuracy with a firearm.

I was pulled up by the _Handle_ before I grabbed a hold of the floor pulling myself up with ease before I said I was glad to see him. "You do know the _Goblin_ plans to gas the _City_ right?" I asked him with a silent question on if they were ready to handle that.

Mr. Coulson said that the _Tricarrier_ was in position but that didn't answer my question and I know I have to get my _Team_ back it's just a matter of how. "I have to get my _Team_ back so we can help the _City_ but it's just a matter of how to get them back" I said before I continued.

"You can't really change your _Genome_ unless you're superhuman or a _Demon_ " I said before he told me that I'm in the right place, or at least my mind and heart are. When we arrived at the salvaged _Helicarrier_ so I thanked Agent Coulson when he gave me what smells like a _Goblin Cure_ which is good.

I jumped down putting the case in the ground before I opened it seeing that it was the _Goblin Inoculator_ Dr. Connors was trying to complete. I pressed a button seeing that it was only enough for the _Goblin_ or, with some encouraging words, four people.

I ran jumping down into the _Helicarrier_ through a hole to see _Goblin_ at the controls so I greeted him before I heard thumps looking around to see my _Team_. _Goblin_ said something about how to catch a _Spider_ but I think that's mainly used for making an _Omelet_ or for finding love.

He said that if you put something important on the line a _Spider_ will do whatever it takes to maintain it which I guess is true in that line of speaking. "I want my friends back and this _City_ safe _Goblin_ , you're not going to ruin that" I told him before he said he wants a kingdom of loyal minions.

If he wants loyal minions he should go to _Dogs_ and take care of them and even if you don't, sometimes, they'll still come back for you. "If you want loyal followers get a _Dog_ " I said before I shot a _Web_ at _Power-Man's_ face to stop him from attacking me like he wanted.

I shot two _Webs_ at _Iron Fists_ head without looking behind me pulling him down to the ground before I looked at _Goblin_. I jumped to dodge _Tiger's_ claws before I jumped to avoid _Power-Man_ who tried to clobber me before I swung but tried to dodge when _Nova_ shot at me.

But that was in vain because I landed getting shot anyway making my face hit the ground with a loud thud. _Goblin_ said something about both of us getting what we want but that isn't true since he won't get his.

I jumped to the side to avoid being punched when my friends came towards me hearing them say 'join us' repeatedly and it was worse than the screeching of a _Revenger of Wickedness_ which was ten times worse than claws on a _Chalkboard_. They continued chanting that phrase before I shot two _Webs_ , one going to each broken beam above them, before I pulled making them fall when I said 'no' was the simple answer.

I swung away when I saw _Power-Man_ lift his head from the rubble that was covering them. I landed in a hallway with _Power-Man_ and _Nova_ in front of me right to left and _White Tiger_ and _Iron Fists_ right to left if they were in front of me.

 _White Tiger_ said that they know all of my moves inside and out making me sigh since that isn't true, they don't know about my _Demon_ powers and I'm not going to use them. _Nova_ basically said I'm outnumbered, _Power-Man_ said they're a _Team_ , and _Iron Fists_ said I can't beat that.

"That's true, a good _Team_ is unbeatable but what about this?" I said shooting a _Web_ at each of them so they would go into different _Cells_ before I shot at the buttons making the doors close before they could get out. I went to _Iron Fists'_ first hoping I'll say the right thing before I went through the _Vent_ and silently into the room turning to my _Heat Vision_ which shows no visible color or light.

I tapped my foot getting his attention because I at least want him to fight so I can talk to him. He told me that even though they're separated they'll still beat me which may be true if they can get past the part of me that's a _Demon_.

I shot my _Webs_ at my own hands making wraps so my gloves won't tear easily, even if it's something from _Perdition_ that's comfortable yet unbreakable (1). I performed a _Handstand_ except my elbows were also touching the floor when I kicked _Iron Fists_ back.

I blocked _Iron Fists'_ fists with my own before I jumped over him touching his back with my hand. When he punched me I grabbed his fist pushing it back when he said 'impossible' which he should know is something that isn't true for him.

"Yeah right this is impossible, you're Danny Rand a _Zen_ _Master_ from _Kunlun_ who defeated _Shao Lao_ and faced many trials with me by your side after we met" I told him pushing him back and for a second I had figured my words didn't work. He said Danny Rand doesn't exist anymore only _Goblin_ but I can't give up on him, I can't run away again, not from them.

"Burn out the _Goblin_ with your _Chi_ Danny and be the _Iron Fists_ you've become" I said before I teleported myself into the _Vent_ , if the lights were on it would've looked like I disappeared as if I were a mirage (2). I was hanging upside down making a small noise inside of the _Cell_ I put _Power-Man_ in before he asked why he can't hear me breathing.

" _Demons_ don't need to breathe" I told him before I made another noise hoping he'd give me a fight so we can talk. I swayed to the left to dodge his punch before I jumped down and onto a wall making a tapping noise because every move I performed made no noise at all.

"Do you remember the inner power that makes you _Power-Man_?" I asked him before I jumped pushing the block he held down breaking it with the force and almost making the ship jerk downwards. "You protected me when we rescued your parents, you never once thought of the actions you performed, you did them without thought" I told him before he yelled as he ran at me.

I jumped over him in a _Wolf's_ stance before I touched the part of his back in between the shoulder blades. "Fight for what you believe, fight for what's right, and fight to _Goblin_ inside" I told him before I teleported again.

I teleported to _White Tiger's Cell_ next not making any noise and not breathing either before I tapped my foot getting her attention as she attacked me like a cornered _Rat_ would a _Cat_. I was in a _Wolf's_ stance the entire time as I backed up making it so she kept missing me thinking I was standing when I wasn't.

Even when I spoke she thought I was standing which is what I intended, misdirection is a _Demon's_ specialty. "So the training and discipline you endured was to follow others and be a 'pet' to them?" I asked her before she told me talking is a weak mans' defense which isn't true.

When she lashed out again I told her that she uses her powers for good like the others before her who had the _White Tiger Amulet_. When she lashed again I zig zagged jumping so it would seem like I jumped over her from her front instead of her back touching it when I did so.

Before I hit the wall though I teleported to _Nova's Cell_ , _Nova_ was different than the others though because with him I had to watch out for his erratic patterns before I found them out. When I did I touched his back as I was in the form of a smaller _Cerberus_ with glowing purple lines on my legs and tail.

He asked what I was so I told him that this was my real form but a hundred times smaller before he said finally not even paying attention to my answer. "We defended a _Galaxy_ we can defend a _City_ from a lone _Goblin_ _Nova_ " I told him before he yelled nothing in particular.

He shot at me before I teleported into the hallway showing them what I looked like to see that they thought it was cool and they weren't scared of a _Black_ _Dog_ with glowing purple and green on the fur and green and purple for eyes. I ran the opposite way of them returning to my human form before I swung sliding on the ground like I'm trying to reach a base in _Baseball_ without being tagged out when I saw _Goblin's_ arm almost collide with me.

Despite dodging it I was still picked up by _Goblin_ who said my form was interesting for a _Demon_ asking what exactly I was. "A _Black Wolf_ , _Black Dog Cerberus_ who guards the _Gate to Hades_ " I said before he told me that I bought him enough time to gain the altitude required for his plan to work.

"Don't do this you'll be making a huge mistake you'll regret later if you do" I told him before he asked what he would regret when the _World_ evolves even without a single person's wishes. He told me to watch as the _World_ evolves without me but that's not going to happen either.

"You're the one who can't see things clearly _Goblin_ " I said before I told Agent Coulson it was time to start the _Counterattack_ distracting _Goblin_ long enough so I can stick to the ceiling. "This was my real _Plan_ _Goblin_ and, in my opinion, it isn't 'bad' by any means" I told him before the _Helicarrier_ was caught in a _Tractor Beam_.

He said that 'that' wasn't on the _Radar_ making me shake my head at him "a good surprise isn't supposed to be _Goblin_ " I told him before he said that the _Controls_ aren't working. "That's the point of a _Tractor Beam_ , you say your intellect is still intact yet it doesn't look like that's the case" I told him before Fury came on the screen to my left.

As soon as he said that _Goblin_ was in violation of every _Law_ in the book, which I'm pretty sure isn't the case, he said that _Goblin_ should prepare to be boarded making the screen blank after. _Goblin_ said that he's still going to be able to take _Manhattan_ with his last _Missile_ calling for his _Team_ of _Goblins_ that he had but they didn't come as he had expected.

"Do you want to know the one power I treasure out of everything in my arsenal _Goblin_?" I asked him before he asked what that was. "A _Dwarf_ had told me this, I still doubt it, but it's the way I have with words" I told him before I told _Iron Fists_ to show him what I meant.

The one mentioned took out the _Guidance System_ shocking _Goblin_ from the way he said that what just happened was impossible. I was glad when _Iron Fists_ said that 'impossible' was a word he doesn't know, I shot a _Web_ at _Goblin's_ eyes making _White Tiger_ claw repeatedly at his face.

She told him that I reminded them of who they were, are, and will be always before _Goblin_ said that I couldn't bring them back with mere words. "The _Goblin Inoculator_ that Dr. Connors made worked wonders as well, but because it was divided up its affects only last long enough to take you down" I told him before _Power-Man_ made him fly backwards with a punch.

When he got up he went straight to the _Keyboard_ of a _Computer_ and I did not like that one bit, I especially didn't like it when I saw a red button come up from the ground. I shot a _Web_ at his hands before he could hit the button knowing it wouldn't last long but I knew I had to try to do something.

He broke the _Webbing_ off his left hand before pulling me forward so I hit my face on the ground which hurt but not a lot, only a sting. The part of the _Helicarrier_ in front of us blew up making the ship tilt, all from hitting the button, because that made a _Tractor Beam_ break its connection with the _Helicarrier_.

The _Helicarrier_ started breaking apart so I called Fury telling him _Canisters_ are about to fall on the _City_ so he has to get them. _Nova_ , idiotically, said that the _Helicarrier_ was falling apart so the _Tractor Beam_ couldn't hold it anymore.

What he said prompted Fury to say that he'll get us but I told him no and to not listen to _Nova_. "You need to protect the _City_ that's your job, take the others though if you plan to not abandon anyone" I told him before he agreed which was the opposite of _White Tiger_.

Four _Handle Bars_ came down before _White Tiger_ said that I'm coming with but I shook my head at her saying I wasn't. _White Tiger_ let go of the _Handle Bar_ which was a stupid idea because she, just like myself, was dangling from the _Helicarrier_ because of _Goblin's Glider_.

 _White Tiger_ fell so I shot a _Web_ at her getting her right foot before I asked _Goblin_ why he was filled with so much hate. He told me that my ideals aren't much better because they're the opposite of what I am.

If I want to stop him, save many lives, then I'd have to drop _White Tiger_ but I don't see why I can't save people and not have to drop her. She told me to drop her but I shook my head waiting for the right time before I jumped off the _Helicarrier_ taking her with me and right when I was above _Goblin_ I shot a _Web_ blocking the _Booster_.

The _Glider_ blew up after a few seconds before _Tiger_ asked how this was a better plan making me sigh before I asked _Nova_ for a lift. I was glad _White Tiger_ was picked up first before I disappeared into the _Clouds_ knowing _Goblin_ is just below it when I opened my _Web Wings_.

I pushed him down so he was below me before I shot a _Web_ at the _Canister_ he still had cracking it but containing the _Goblin Gas_ before I punched him repeatedly. I told him he has people he can trust who are loyal to him but he just can't see it before he said the trusting is for the weak.

He told me that I can't save myself let alone the _City_ "I don't care if I can't save myself just as long as the _World_ , the _City_ , is safe" I told him before I kicked him and the _Canister_ into the _Hudson River_. I was glad that _Nova_ caught me before I thanked him hoping Mr. Osborn is okay.

Time Skip: _Tricarrier_

I walked into the room with Agent Coulson to see my _Team_ who was clapping when I walked in hearing _Nova_ say I'm the man of the hour. "It was a _Team_ thing that's it" I told him before I saw Dr. Connors moving about.

"I'm glad to see you're alright" I told him before he looked upset sighing and saying that that can't be said for Norman before he looked to his right and I followed the gaze. _Goblin_ was confined in a room with a _Heart Monitor_ beeping beside him before I heard Dr. Connors say that he's more _Goblin_ than _Human_ now.

He also said it will take a while for him to figure out how to cure him which isn't a surprise before I sighed. "I'm going to have to call Dracule soon and tell him what happened, I was supposed to hang out with him last night when this happened" I said before I was called to _Fury's Office_.

Time Skip: _Fury's Office_

"Why did you call me here sir? I have to call Dracule" I asked him before he said that he'll let me go soon but a group of people are here to see me. I hadn't taken my _Mask_ off so I didn't have to put it back on when Fury passed me.

"Hello Tony, _Captain America_ , _Thor_ , why are all of you here?" I asked them before Tony stepped forward his _Face Plate_ retracting. He asked me, using my name, if I wanted to join the _Avengers_ which shocked me.

"Sure but on one condition" I told them and they nodded before I saw my _Team_ out of the corner of my eye.

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 **A/N: Hello, I finished writing this at 4:51 P.M. on October 24, 2016.**

 **1) He recreated the suit in case the same thing with _Iron Man's_ enemy, _Electro_ , happened again.**

 **2) I know this is used a lot, including a lot by me, but this is the only other way to describe it for people that I know of. It's sort of like how _ANBU_ leave and enter the _Hokage's Office_ in _Naruto_.**

 **I do hope you like this chapter and continue reading, see you next Monday.**


	42. Spider-Man's War

**A/N: Hello, I do hope you like this story and chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

* * *

Chapter Forty-Two: Spider-Man's War

Peter's POV

I was swinging through the _City_ kicking _Doc Oc_ in the face making him fall off the top of the _Bridge_ hitting the road below which is mostly deserted, other than a few cars. " _Tiger_ to his left, _Power-Man_ and _Iron Fists_ a frontal attack" I said and they complied before I asked _Nova_ to keep him pinned down when I looked up at him.

I jumped down when _Nova_ said 'will do' flying below me to do what was asked before I landed on the ground. _Doc Oc_ said that my _Team_ and I had opposed him for the last time "well aren't you angry today" I said in a _Wolf's_ stance on the ground in front of my _Team_.

"Grab an arm everyone" I said seeing them run past me, I saw _Power-Man_ wrap the arm that was thrown at him around his body before he pulled detaching it. _Doc Oc_ did the same to _White Tiger_ except she jumped at it clawing it off when he backed up making him back up even more than before.

He tried doing the same thing to _Iron Fists_ again but this time Danny punched all the way down his arm breaking it in half. All of the arms were off apparently so _Nova_ rammed him instead making him fly backwards hitting the front of a _Bus_.

"You only need to get out more Dr. Octavius" I said shooting a _Web_ at his _Helmet_ pulling to take the glass off of it. Before he started talking however I shot four _Webs_ : two to go around his mouth so he can't talk, one on his right, and the other on his left to pull him over to my _Team_ and I.

I also trapped his arms at his sides as he flew over us and landed behind us before all of us turned around. I heard _Thor_ say 'greetings _Spider-Man_ ' before I looked to my left to see him in the air with Tony carrying him.

He asked if I would join them when I'm finished before I saw the rest of the _Avengers_ come up behind them. _Nova_ asked if the _Avengers_ wanted me but I only shrugged.

"They said they're interested but I wasn't sure if they were serious or not" I told him before _Iron Fists_ asked if the reason was that many don't know about who I am. I nodded saying it was half of the reason before _Power-Man_ spoke up "if it's not right then it's not right but you won't know till you try" he told me pushing me forward.

"I'm really jealous about them picking you but angry that that was your reason for not thinking they were serious" _Tiger_ told me saying she was happy regardless before I nodded getting into the _Plane_. I sat down when _Hulk_ asked me what was wrong and why I wasn't sitting down, when I sat down I saw my _Team_ waving at me making me smile but I feel something bad is going to happen.

"Welcome to the _Avengers_ " _Captain_ told me and I nodded "thank you for even allowing me to join" I told him before he nodded but I saw him frown when I said that.

Scene Change: _Avengers' Tower_

I was crawling on the ceiling of the _Avengers' Tower_ when Jarvis greeted me asking how the building is so far, he had also welcomed me to the _Tower_. "It's been fine Jarvis but what else is it that you wanted to tell me?" I asked him before he answered me.

"Mr. Stark asked for you to join them in the _Room_ the second door down the left _Corridor_ so I dropped from the ceiling walking into, the _Training Room_ it seems to be. "Anyone here? Or is it a test?" I asked before I dodged all of the bullets that were aimed at me.

I did a bunch of flips to dodge before I landed in a _Wolf's_ stance, I looked up when I heard electricity before I leaped shooting _Webs_ as I flipped through the air hitting every target. I landed on the ceiling with my feet before I hit all the targets with my _Webs_ , I heard Jarvis say the _Initiation Test_ was completed before I dropped from the ceiling.

I landed in my animal's stance before the door I came through opened hearing Tony speak. "Seems Peter beat _Hawkeye's_ score by five seconds" Tony told me so I stood up when _Hawkeye_ said it was dumb luck.

"Nice test, sorry I beat your score _Hawkeye_ it wasn't intentional" I said before Tony hugged me and it was odd because I saw the others who were here with shocked expressions. "Don't worry about them okay Peter?" Tony asked me and I nodded when he took his hands off of my shoulders.

 _Black Widow_ asked if there was no hard feelings and I nodded when she handed me my official _Avengers' Card_ which I took thanking her. Tony handed me an upgraded _SHIELD Communicator_ saying it works in tandem with my _Web Shooters_.

"Thank you" I said when he took my left hand putting it on saying that it works on an _Avengers'_ only _Frequency_. "Can you teach me how to use it later Tony?" I asked him and he nodded before he told _Black Widow_ and _Hawkeye_ to show me the way.

Scene Change: _Gym Ceiling_

I was using the _Gym Ceiling_ before I shot a _Web_ hanging upside down " _Tiger_ would kill to have a _Gym_ on the ceiling" I said asking if this was a _Living Quarters_. "Yes it is, every _Avenger_ has one in the _Tower_ " _Black Widow_ told me before I told her I can't live here.

 _Hawkeye_ suggested that I probably still live in my parents _Basement_ making me sigh "actually it's with my adoptive Aunt after my adoptive parents died in a chemical explosion in their _Lab_ " I said before I continued. "If you want to continue making assumptions about my life I would suggest nothing about family" I told him before I saw _Black Widow_ frown.

"Any other questions you want to ask, minus my relationship with Tony which you can ask him about and my family, I'll answer them" I told them before _Black Widow_ asked why I'm wearing a _Mask_ when they aren't. "It's a part of my costume unlike having no _Masks_ for your costumes, Tony said my name earlier and I gave you enough information in my explanation for you to search and find me" I told her and she seemed taken aback by that.

She asked if they can trust me as much as I trust them before I heard _Captain_ speak. "He's a good man and a trustworthy one at that, he's been through a lot in the past and still blames himself for it so there's no reason he would do something to ruin our trust" he told them making me smile.

"Thank you _Captain America_ but they can hate me if they want to, everyone always does" I told them before I saw him frown again saying that I don't have to show them who I am unless I want to. "Thank you, I appreciate that" I told him when he walked over to me, after he smiled at me when I landed in a _Wolf's_ stance _Hulk_ came barging in picking me up off the ground like I was in _Cerberus_ form instead of _Human_ form.

He put his arm around my neck before a beeping was heard and they said ' _Avengers Assemble_ ' I was debating whether I should go or not because I wasn't sure how they'd fare with someone who's used to leading a _Team_ or going _Solo_. I was in the _Jet_ before I sighed "I hope you're wrong Jameson" I said before I closed it when he said that the _Avengers_ were ruined with me joining them.

Time Skip: After the _Fights_

I wasn't liking this like I had figured I wouldn't before I was going after _Batroc_ (1), I landed on the building shooting an _Electric Mosquito_ at him hitting the middle of his shoulder blades. He fell over onto the street when he was shocked by it before I saw my old _Team_ "sorry I took your target" I told them when I landed on the street.

 _Nova_ said 'it's an _Avenger_ ' making me flinch and I know they saw it when they asked what was wrong. "Missed my old _Team_ besides I never really wanted to join them in the first place" I told them before _Power-Man_ asked why I did is that's the case.

"Tony was the one that specifically asked me and he said we'd spend more time together and we did but I messed up too much because I'm used to being solo or not following others orders in the field" I said before _Iron Fists_ spoke. He said that they miss me as well before hitting _Batrok_ making him hit the ground again.

 _White Tiger_ said that they can handle themselves making me smile before _Iron Fists_ said that it really hasn't been the same without me. A woman came by saying that an _Avenger_ stopped _Batrok_ before I handed _Power-Man_ a piece of paper.

"I apologize for causing trouble again" I told them when a bunch of other people came by chanting my name before I swung off not liking the attention at all, too positive.

Time Skip: _Avengers' Tower_

I heard _Hulk_ come in saying there was a _Buffet_ the _Hulkbuster_ needs to test but I didn't answer, I'm not in the mood honestly. When he left through the door again I landed as I usually do now a days, as a _Wolf_.

I texted Tony when I left through the window swinging by my _Webs_ that I was going out and that I felt something bad was going to happen today but I don't know if he'll answer. I especially didn't know because I was shot by _Loki_ hitting my back on the wall of a building behind me.

I fell hitting my back on the ground before I saw _Cement_ falling from a hit in the same direction when I called Danny but I don't know if he picked up. I backed up against the wall so the rocks won't hit me or my phone before I heard _Loki_ say this is how he likes his _Spiders_.

'Helpless and about to be crushed' _Loki_ said was the way he liked his _Spiders_ before I said his name in a growl. I took out my _Avengers Card_ , if my hunch is correct I won't need it after this ordeal is over.

I saw _Loki_ shoot at it making it hit the wall before it fell on the ground away from me " _Black Widow_ gave me that today" I complained. _Loki_ said I was alone without my _Team Mates_ which is true but I should be used to it.

"I should be used to it by now" I said shooting a _Web_ at the wall above me and pulling it so it hit _Loki_ before I tried getting up but realized I had _Silver_ in my left leg and left side. "Oh this is just great" I said before I saw _Loki_ burst through the rubble and into the air hitting me and making me go through the window in the _Avengers' Tower_ hitting the wall.

"I really don't like you _Loki_ " I said not knowing if I still had my phone or if it was somewhere around the room. _Loki_ told me I was weak and I know he's right, he casted a spell and my vision blackened till I could no longer see anything but black.

When I had woken up I looked at the window to see that Loki and I switched brains which was definitely not good for me when I'm in the Avenger's Tower. I ended up tripping when I was walking through the Hallway which wasn't good for me when I accidently hit Hulk with Loki's power.

When he turned around he charged at me before punching me through, I have no idea how many floors, till I ended up in the training room. I jumped flipping in the air to avoid Hawkeye's Arrow before I landed in a Wolf's stance again.

People don't normally do this so I was slightly surprised when Captain America threw his Shield at me. It hit me twice before Black Widow landed on my shoulder flipping me so I hit the wall.

I heard Tony's voice when I hit the ground before I sat up with a sigh spreading my arms "first Wolverine, then Hulk, and now Loki when am I gonna stop switching brains with people" I said as I was shot out of the Tower. I grabbed onto the ledge before I pulled myself up onto the Tower's Landing when Thor came down.

"Man your brother's annoying even if I did see this coming, strike me if you wish" I said before a bolt hit a few inches away from me. "What kind of trickery is this?" he said before I held out my arms again him hitting Loki with his Hammer before I hit the Bugletron.

"I do love Asgardian Armor" I said before Jameson came on saying that Spider-Man was bad news showing what Loki was doing with my body. He was starting a War with the Avengers or against the City apparently which is what I had figured was going to happen.

"So he wanted my body to get my blood to make more Venom and so I'll take the fall for ruining the City, oh well less damage than I've already caused but not something I can just let slide either" I said before Jameson came on. He said that the Avengers are facing him before I saw many of them get defeated by Venom, they shouldn't have too much trouble with how they talk about following orders.

I jumped off of the roof of the building before a Bus stopped in front of me so I got on thanking him as I gave him money that I took from the Living Quarters at Avengers' Tower before I had left. I was sitting down noticing that the patrons kept staring at me "Comic Book Convention I apologize for the lack of room" I told them before the Bus was stopped by a Venom covered Asgardian creature.

It looked to be Fenris Wolf so I told them this was my stop, the Bus stopped completely as everyone filed out in a panic. "So Loki's working with Dr. Octavius then? I had figured as much but still" I said before I blocked _Fenris_ from biting _Loki's_ face with his _Staff_.

I decided I should try to concentrate and it ended up working getting _Fenris Wolf_ off of me before he growled and I did the same making him back down slightly before I shot at him again making him fly backwards. I know that wasn't really what I was looking for since _Magic_ on _Asgard_ is knowledge and I know nothing about his _Staff_.

I decided to try and drive, it shouldn't be hard to drive a _Bus_ , I had gotten my _License_ because I'd have to go to _Transylvania_ to meet Dracule and there's a lot of towns with barely any people that we visit at night. I had reached my destination after a while so I stopped the _Bus_ before I appeared on the _Roof_ pulling _Loki_ up and seeing he did have a hard time controlling my claws.

"How about this _Loki_? You give me back my body and you can go back to _Asgard_ without major damage" I said before I threw him. I picked him up again when I walked over to him throwing him against the wall before I picked him up dragging him against it as I did so.

"You know this'll hurt in the morning right?" he asked me making me chuckle at him "have you really not figured it out yet?" I asked him before he asked what I was talking about. "I heal quickly _Loki_ and yes I'll be sore but other than that it's a piece of cake, I'm _Immortal_ as well just not from _Asgard_ , I'm from _Helheim_ " I told him with a smile.

He walked forward so I jumped back out of reflex landing in my favorite stance before he asked me what that is. "Like I'm telling you" I told him before I hit him with the back of the _Staff_ which I was happy about when he switched us back.

I dropped the _Staff_ when it was still in my hands going into my stance again growling at him, I was angry at him for hurting the _Avengers_ so my vision was purple. When _Loki_ pretended to be me I shook my head at him as my vision returned to normal.

"You don't even talk like me, if Tony and I talked more than we do now he would've noticed that you're not me" I said before I backed up still in my stance when the _Avengers_ landed. "So not surprising this is happening again" I said before I sighed whimpering slightly when I felt the _Silver_ still in my side.

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 **A/N: Hello, I finished writing this at 10:27 P.M. on October 29, 2016.** **This is** ** _Season 3_** **now while I hadn't done episodes 10, 12, 18, 19, or 24 but I did write episode 23 of** ** _Season 1_** **.**

 **1) Sorry I kept getting the name wrong before.**

 **I do hope you like this chapter and story and will continue reading.**


	43. Loki's Lost War

**A/N: Hello, I do hope you like this story and chapter and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Forty-Three: Loki's Lost War

Peter's POV

"Man I hate switching brains a second time in one day it's so annoying" I said before _Hawkeye_ told ' _Loki_ ' not to move making me sigh. I sat down like a dog would before I went over to look at the _Silver_ in my side.

I picked it out wincing before _Loki_ hit me with his _Staff_ making me fall over, I heard him say that they should 'smite' but he changed it to 'smash' _Loki_ before he casted another _Spell_. I was swinging off the roof and through the _City_ to avoid being shot at by the _Team_ I knew wouldn't work out with me in it.

I really didn't like this, I was going to get beat up by my boyfriend, _Iron Man_ , and the other _Avengers_ , two of which know who I really am. I dived into the water below me using my _Night Vision_ to see in the water before I came up through a _Sewer_.

I knew where this was and it was where I could get help if they believe it's me, I shot a _Web_ swinging into a _Sewer Tunnel_ going to _Midtown High_.

Scene Change: _Detention Room_

I was hanging upside down frowning when I greeted my old _Team_ because from what I heard Fury say they already know who I am. I sighed when they ran at me _White Tiger_ saying I'm _Loki_ which I can't blame them for either.

I was punched through the door, letting it happen of course, before I jumped onto the _Lockers_ when _Iron Fists_ was about to punch me since he already punched me. _Power-Man_ went to punch me next and I let him getting punched off the _Lockers_.

I let _Tiger_ scratch me but if I had known her claws were made of _Iron_ I wouldn't have let it, I jumped onto the ceiling staying there for a bit. "I promise you guys I'm not Loki, my real name's _Cerberus_ , Sam Alexander is secretly afraid of _Bunnies_ , I'm not going to counterattack or attack you at all" I told them making _Nova_ stutter saying he's not afraid of _Bunnies_.

He shot me and I let him meaning that everyone on my old _Team_ shot me when I landed in a _Wolf's_ stance before _Nova_ tried to punch me but he didn't. I knew it was because I smelled like a _Sewer_ though when I heard him sniff the air.

 _Iron Fists_ thought it was because I wasn't lying when I had said I wouldn't counterattack but _Nova_ turned to them saying that _Loki_ wouldn't travel by _Sewer_ which is very true. As soon as he said that though the wall was blasted in behind me showing the _Avengers_ and _Loki_.

 _Loki_ said something very odd and I know I would never say that so I asked _Nova_ if I do but he shook his head saying I barely talk unless to give orders or explain something. _Iron Man_ said to move away from me but I saw _Nova_ hold up his hands to shoot saying 'he's ours' before _Loki_ said that I'm controlling their brains.

"How would _Spider-Man_ even know _Loki_ could do that, I'm pretty sure _Spider-Man_ has yet to see _Loki_ do that" I said with a sigh as I went into my favorite stance. _Iron Fists_ punched the ground making it tear and the _Avengers_ and _Loki_ fall before _Iron Man_ came forward making me frown before _Nova_ grabbed hold of me.

I hit the door open to the outside before we stopped underneath a _Railroad_ _Bridge_ when _Power-Man_ asked what the _Battle Plan_ was. _Nova_ said he doesn't know before saying we hit them hard and hope we win, after he hit a building meters away because of _Captain America's Shield_ I said that was a terrible plan.

"I really do hope he hasn't been your _Leader_ this whole time" I said before _White Tiger_ said he wasn't and just thinks he is when he rushes into battle. _Power-Man_ said that he leaves the clean-up for them making me sigh before I took out one of _Black Widow's Stingers_.

"You should be able to take her now _Tiger_ " I said before she complied and _Hawkeye_ shot three _Arrows_ all of them _Iron Fists_ hit away from him and others. When _Iron Man_ shot at me I jumped onto the _Pillar_ before I went over to _Power-Man_ telling him he's on _Iron Man_.

"Get something big and hitting him to get his _Armor_ to _Reboot_ " I told him before he complied going to get the big object. I shot a _Web_ at _Iron Man's_ hand pulling forward making him jerk surprising him "I really do hope I survive long enough to go out with you on _Saturday_ " I said before I shot another _Web_ pulling to get onto the building.

"Peter?" Tony asked in surprise before he realized he was about to get hit by a large _Semi_ making it hit the support of the _Bridge_ a _Train_ was crossing at the time. I jumped towards the support grabbing the _Train_ so it wouldn't hit the ground putting as much strength into it as I could without breaking it.

" _Loki_ wouldn't save innocent _Victims_ , we got the wrong guy, again!" I heard _Captain America_ yell as I slowly put the _Train_ down with _Iron Man's_ help as well as _Power-Man's_ and _Captain America's_. _Falcon_ and _Iron Fists_ helped as well but it was when it wasn't necessary to help put it down.

"It's fine" I said before I turned to _Loki_ who was in the air when he asked me what I could do. All of what he said shouldn't be too hard actually considering breaking the _Venomous Ice_ wouldn't be too hard, defeating _Loki_ won't be either once someone frees _Hulk_ and _Thor_.

"Do you even remember what I told you earlier on the _Roof Loki_? When I was still in your body that is" I asked him and he frowned. "I don't really care if you're _Immortal_ since from what I saw _Silver_ hurts you just fine" he told me before he left with a dark chuckle.

I was pulled to a chest and from what I felt it was _Iron Man's_ before I looked up, he said that he was sorry for the mix-up but I shook my head. "It's fine besides I got to be in _Loki's_ body for a few hours, it wasn't all bad" I told him before he let me go when I took a step backwards.

"We have to free _Hulk_ and _Thor_ anyway, unless that's against orders" I said before _Captain_ put his right hand on my right shoulder saying 'a good plan is a good plan, doesn't matter who it's from' making me smile as we walked. _Captain_ said that joining the _Avengers_ as a _Rookie_ must've been hard for me.

"I never really wanted to join in the first place, I only joined because Tony asked" I said before I continued when I saw _Captain's_ frown. "I did like meeting _Falcon_ and _Black Widow_ though, _Haweye's_ the same as always and so is _Hulk_ and _Thor_ especially you" I told him making him smile sadly at me.

Time Skip: Meters From _Thor_ and _Hulk_

I heard _Iron Man_ tell the _Avengers_ to move out before we went into action, _Captain_ told us, when he was being spewed with _Venom_ , that we should stay with _Hulk_ and _Thor_. "Up here _Demons_ " I said when I swung landing on a building making them look at me.

"I should be the only one looking at that besides Dracule" I said before the _Troll_ tried to hit me with a _Venomous Ice Club_ but I jumped out of the way before he could. I hit the _Venomous Ice_ cracking it since if I hit too hard it _could_ break apart _Thor_ and _Hulk_ and I don't want that.

When I was hit by the _Club_ I was in a _Wolf's_ stance before I was facing _Fenris_ who was hissing at me. I growled at him making him back down slightly but only because the _Fenris_ inside knows that growl means danger if he continues.

I shot a _Web_ at him before I jumped over a _Frost Giant_ that had a _Club_ swinging when I was over him. I was dodging _Fenris_ when he was trying to get me before he grabbed me with his tentacle like usual.

I thanked _Falcon_ when he got the _Venom_ off of _Fenris_ before he flew off, I growled at _Fenris_ this time working entirely when he whimpered backing off before staying by the wall. I turned my head to look at how the others are doing to see they're not doing terribly before I flipped when _Venom_ was off of a _Troll_ I shot my _Electro Webs_ at.

I went over to the _Venomous_ _Ice_ deciding this was taking a bit too long before I punched the _Ice_ breaking all of it making it hit the ground with the sound of breaking glass. _Hulk_ grabbed my chest hugging me tight saying that he's glad I'm back making me say I was to before he finally let go of me when we all heard a cracking sound.

"Your hugs are a bit too tight" I said before my _Ribs_ started healing _making_ Hulk apologize asking how my _Ribs_ were making me shrug. "They're fine, already healed" I said before _Thor_ spoke.

He asked _Ulik_ if he now believes we were all victims of _Loki's_ plans before I went over to _Fenris_ who was whimpering when I heard _Ulik_ say that he hates _Asgardians_. "He's not wrong though, technically I should hate _Asgardians_ to but I don't, I've done way worse anyway" I told them before I petted _Fenris's_ muzzle and head making him calm down.

I picked _Fenris_ up when _Bifrost_ was opened before I threw him in when I healed him of the wounds he got from _Falcon_. I got a _Collect Call_ from Fury and I voiced that before I answered it.

"What is it Fury?" I asked him before he told me that energy readings are coming from _Doc Ock's_ (1) _Underwater Lab_ which I figured was the case. "Figured, I smell slightly like the _Hudson_ and metal so that's not surprising" I said knowing _Loki_ didn't go through the _Hudson_ to get there but a breeze can take smells from anywhere.

"I'll take my old _Team_ there since we know where it is but you can follow if you want, I'd think you want to protect _Midtown_ though" I said before _Captain_ said it was a good plan. "Thank you _Captain_ " I said saluting him before I walked with my _Team_ and my old one to _Hudson Bay_.

I dived into the water without a _Diving Suit_ , I did wear the _Helmet_ however, since I don't need one before I spoke. "Man I missed doing this with you guys" I said before _Nova_ said I sound _Homesick_ making me nod.

"I said I missed my _Team_ I wasn't lying" I said before I pointed to where _Doc Ock's_ _Lab_ is before we got inside. I opened the door asking _Doc Ock_ where he is before I pushed my _Team_ back when I smelled _Asgardian Armor_ and _Burning Wire_ above us, my _Spider Sense_ blaring in my ear also helped.

 _Doc Ock_ said that we're 'witless fools' because his _Asgardian Armor_ makes him invincible before _Nova_ shot the _Holding Cylinder_ that holds _Venom_ breaking it and turning _Venom_ into black smoke. _Doc Ock_ said we'd pay for that before _Power-Man_ and I hit the wall behind us which didn't hurt/faze me or hurt _Power-Man_ but it did faze him.

 _Doc Ock_ took our _Diving Helmets_ off before creating holes in his _Underwater Lab_ once he crushed them making it so water poured in. I punched _Ock's_ arm breaking it off shocking him but he still got out of here before I put my arms up when _Tiger_ asked what I was doing.

"This _Web_ will give you enough air for _Nova_ to get you out" I told them before _Power-Man_ asked about me. "I don't really need air to breathe I only had the _Helmet_ on so I can talk to you without water getting into my mouth" I told them before _Nova_ got my _Team_ out of there with me sticking to my _Web Ball_ that's keeping my old _Team_ alive.

 _Nova_ made a hole in the top of the _Web_ that's out of the water so I tore it off before _Power-Man_ even could. _Nova_ said he forgot how I would always pull them into crazy schemes before _Iron Fists_ said they might be crazy but they're inspired.

 _White Tiger_ said that they were bizarre for a 'dweeb' that never studies making me growl at her. "I do study that's basically all I do so do you want to continue?" I asked her before she shook her head.

 _Power-Man_ said that I should go easy on them because that's their way of saying they missed me making me sigh. "Despite the interruption earlier I did hear _Iron Fists_ say that you guys did miss me so try again with that _Power-Man_ " I said making them look down.

I heard a rumbling and then a splash before Otto asked me how long it takes to drown me and how I broke something made from _Loki's_ darkest _Magic_. "Let's discuss that somewhere else Otto" I told him before I shot a _Web_ grabbing _White Tiger_ by the waist as I pulled her with me.

 _Nova_ had taken _Power-Man_ and _Iron Fists_ so I didn't have to worry about them as much. As I got over the pillar of the _Bridge_ I heard _White Tiger_ kick away _Ock's_ arm making me tell her she did a good job, not many people can kick something away with that much force in this position.

She thanked me before she said that he still has three arms left making me sigh when she told me to swing faster.

Time Skip: After _Loki_ put his Face on _Avengers' Tower_

I was on the _Roof_ of a building not far from _Avengers' Tower_ before I saw that _Loki_ put his face on it. "Seriously of all things to do" I said before _Power-Man_ pointed to the _Venom_ covered creatures that were crowding the _City Streets_ below.

I was swinging when I covered my mouth as I swung over _Hawkeye_ to hold a laugh when he said 'don't crowd I have plenty of _Arrows_ for everybody' since it was funny in my opinion. I stood on a car sticking to it even though the wind created by the _Hulk_ wasn't as bad as the wind in _Perdition_ / _Helheim_.

I saw _Thor_ get up so I swung over to him dropping in front of him making him say that _Loki_ created Ocatavius's _Armor_ from _Enchanted Asgardian Metal_ making me sigh. "I knew that from the sound when it broke, you do know that if _Helheim_ ever invades _Asgard_ you'll be dead or taken over within a week right?" I asked him before he looked at me with a shocked expression.

"Summon the _Bifrost_ I have a plan if you trust me on it" I told him and he nodded before I swung landing on a _Lamp Pole_. "When you're done _Teams_ throw the creatures in the _Bifrost_ " I told them pointing to the _Bifrost_ that the _Heimdall_ opened.

All the _Trolls_ were thrown inside before I heard _Nova_ say 'boom! All clean' making me hold in a laugh but I did smile. When I was helping get the _Dragons_ out of the sky I saw Tony get slammed into the _Hulk_.

I landed on a building next to Otto before I saw that he had his arms in the shape of a triangle with the top point of the triangle being the front arm. "Seriously Otto, I know he messes up sometimes but you didn't have to smash him into _Hulk_ " I said before I finished telling him to try and hit me instead.

He said it was a good idea before I asked him if he thinks _Loki_ will be okay with it, I shot a _Web_ swinging to avoid Dr. Octavius's arm when he told me he doesn't need permission to squash a nuisance and a _Demonas_. That made me flinch since I didn't know he knew that word.

I flipped in the air when I told him that it looks like he's still a _Henchman_ when he was still a lackey and flunkey working for Mr. Osborn. With every word I spoke I dodged an arm before I dropped down when he said that he's _Loki's_ equal.

He told me that _Loki_ promised he'd let him rule the _World_ before I chuckled at him asking him why he's not considered funny. " _Loki_ told us earlier that the _World_ is going to fall to him, what do you think that means Dr. Octavius?" I asked him as I swung through the _City_.

I heard _Loki_ call Otto to assist him before I spoke "go to your master like a good dog with _Demonas Galias_ (2)" I said before he told me _Loki_ can wait as I dodged his attack. _Loki_ hit him with a _Spell_ before Otto went after him instead pinning _Loki_ to the wall of a building.

"Where did your other arm go?" I heard _Loki_ ask making Otto tell him that _Spider-Man_ can break _Asgardian Armor_ so it's useless to him. "I guess you no longer need it then" I heard him say before he took the _Armor_ away making Otto fall.

I swung grabbing Otto since I can't let him get killed like that "sorry Otto but can't let you die like that" I told him as I swung. Before _Hulk_ punched _Loki_ I stopped him when I landed on the _Street_ dropping Otto carefully because he doesn't have arms anymore.

"You guys should be pals instead, what does _Hulk_ do to pals?" I asked him and he caught on give _Loki_ a _Noogie_ which was more like repeated punches before he let him go. "You definitely can't handle the others after that" I told him when _Loki's_ right horn fell off.

"There's always being a coward though" I said pointing to the _Bifrost_ making him get up and run to it but before he reached it I shot a _Web_ binding his arms to his sides. _Hulk_ said I let him off easy but I shook my head "whether I did or didn't he's done less harm than me _Hulk_ " I told him before _Captain_ put his hand on my right shoulder making me look to my right.

He told me I need to forgive and forget making me smile under my _Mask_ before _Thor_ said that _Loki_ was foolish because he didn't look before he leaped.

Time Skip: Night

I watched as Otto was escorted into the _Transport Ship_ before I walked over to my _Team_ "I hope we can still hang out even though I'm an _Avenger_ and you're most likely busy" I told them and they nodded saying that we still can before they left. I looked back at the _Avengers_ before I looked at the _Ship_ that was flying away.

I felt my _Mask_ being lifted over my nose before Tony kissed me pulling away after a second. "You don't have to be an _Avenger_ right now Peter it'll always be there" he told me and I nodded before he spoke again.

"I hope we're still on for _Saturday_ despite the flirting I did" he told me and I nodded saying we were if he wasn't busy. He nodded telling me he'd text me before he was off.

Scene Change: _SHIELD Training Room_

I got a text from Tony before I turned the alarm on in the _SHIELD Tricarrier_ getting my _Team_ here after ten minutes. It gave me enough time to check my message:

Hey Peter, I'll be taking you to a Restaurant near _Transylvania_ this Saturday. I do hope I'll get to meet Dracule that night as well since _Captain America_ told us about who you are. I don't mind it but when I do get to meet Dracule I'm going to wear my _Iron Man Suit_ since he most likely doesn't know me.

I love you,

Tony Stark

I smiled at the message before my _Team_ came in so I put my phone in my bag telling them when I landed on the ground that their time is slow. I also told them that that was the one thing we need to work on.

I saw that _Iron Fists_ was smiling before _Power-Man_ and _White Tiger_ looked at each other before they looked back at me. "Did the _Avengers_ kick you out?" she asked me making me sigh.

"No they didn't Tony said that the _Avengers' Tower_ will always be there for me" I said before _Nova_ said that they should get me. I let them tackle me to the ground since this feels a lot like home for me.

* * *

 **A/N: Hello, I finished writing this at 2:36 P.M. on October 30, 2016.**

 **1) Sorry I kept getting the name wrong.**

 **2) I do not know what Powers is in Lithuanian so I search Power in the Dictionary and found it was Galia so I added an 's' at the end. Sorry if it's wrong either way.**

 **I do hope you like this chapter and will continue reading, see you next Monday.**


	44. Venomous Ally

**A/N: Hello, I do hope you like this chapter and story and will continue reading.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

* * *

Chapter Forty-Four: Venomous Ally

Peter's POV

I swung through the _City_ flipping twice before I shot another _Web_ , flipping again repeating many times. I landed on the ledge of a building hearing Jameson speak about how I deceived the youth with pretending to be an _Avenger_.

He called me a _Leech_ and I pushed what was coming to my imagination about that to the back of my mind. I saw _Venom_ where Jameson's teeth were on the screen so I jumped towards it landing a meter or two away so I can grab it with the new _SHIELD Tech_ I got.

I jumped off the _Bugletron_ when my _Spidey Sense_ went off before I shot a _Web_ so I landed below the screen. I smelled _Venom_ and _Scorpion_ so that was not good, it especially wasn't when he noticed he didn't hit me.

I avoided _Scorpion's Tail_ twice before I dived off the building shooting a _Web_ before I pulled myself up flipping onto a _Water Tower_. I jumped into the air to avoid falling with the _Tower_ when _Scorpion's Tail_ broke it.

I shot a few bolts of electricity at him but he dodged all of it, I jumped down before I smelled a familiar scent. The scent made me groan and I groaned even louder in annoyance when I saw Flash in a full body suit trying to 'help' me with a large pole.

I couldn't listen to him trying to think of, whatever he was thinking of, because it was painful and irritating to listen to as well as a bit sad (1). I shot _Webs_ at _Venomized Scorpion_ before I pulled him into the ground.

"You're not a _Hero_ Flash, I am sorry for saying it but you're not" I told him before I _Webbed Scorpion_ to the ground. "Please go home Flash I don't need you getting hurt up here" I told him before he told me to quiet down.

His reason for saying that was because I'd ruin his secret identity but that was a bit too late. I tried to get Flash out of the way but _Scorpion_ was already free knocking Flash and I back so we hit the ground.

I flipped before I landed in a _Wolf's_ stance on the ground worried when I saw _Scorpion_ hiss at Flash. I shot two _Webs_ at _Scorpion_ telling Flash to leave but I didn't buy him enough time to get away.

 _Scorpion_ had cut the _Webs_ running after Flash before I shot two _Webs_ at him, one hitting each shoulder, before I pulled him up. When he was on the railing I spoke again telling him to take off the _Mask_ and stay clear so he won't get hurt.

I leaned back dropping off the railing and shooting _Web Balls_ in front of _Scorpion_ so he won't get any ideas. I grabbed _Scorpion's Tail_ moving back a centimeter from the impact before I shocked it getting _Venom_ off of him.

"Flash this isn't the time right now, I know you want to help, and I do appreciate it, but you getting hurt won't help me" I told him when I tried getting the _Symbiote_ away from him. It seems Harry isn't the only one _Venom_ likes, I just hope that _if_ _Venom_ ever gets a hold of Flash it won't be the same as it is with Harry.

I got the _Symbiote_ away from Flash and into the _Container_ before I heard Flash say 'you're welcome, I guess' in a sad tone, I felt guilty about what I did. I took the _Container_ out of the contraption before I felt something bad is going to happen.

I heard a _Transport Ship_ before I saw the light from it, I heard and saw it land to my right.

Time Skip: Five to Ten Minutes Later

I gave Dr. Connors the three _Containers_ before I told him that was all that I had found. He gave me three extra ones and I took them thanking him before I waved slightly at Flash who was hiding behind a door the goes inside the building we're on.

"I don't mind having fans I really don't, but him putting himself in harm's way because he's a fan doesn't make it any easier" I said before Fury told me it'll pass over time. I nodded hoping it will before I looked at Flash again with a slight frown glad that my _Mask_ hides it.

I jumped on the railing waving goodbye to Flash before I leaned back falling off the railing before I flipped swinging when I shot a _Web_.

Time Skip: _School_ the Next Day

I greeted Harry and MJ before I heard them shriek and saw Harry scramble to not drop his books. MJ said I looked exhausted before Harry asked what I was doing last night making me shrug.

 ** _Wheel of Excuses_**

 _Helping a family friend with an experiment_

 _Helping Aunt May cook for a gathering this Weekend_

 _Putting out a fire_

"I was helping a family friend with an experiment and it ended up taking all night" I said but when MJ asked if that sounded right I knew she didn't believe me. It was actually partly true since my adoptive parents were friends and co-workers of Dr. Connors.

I heard Flash say my name so I turned around to see he was getting ready for or just got done with _Football_ , which isn't possible. "Hey Flash" I said before Harry asked why he had his _Football Equipment_ on when it isn't _Football Season_ , the reason I thought it wasn't possible.

He said he was practicing for something else making me frown before I smelled a familiar scent, more specifically _Beetle's_ scent outside of the _School_. I was walking with them when my _Spidey Sense_ was blaring in my ears making me stop walking before I continued.

I heard Flash ask what the _Beetle's_ doing here when _Beetle_ crashed through the ceiling before I finally smelled the _Symbiote_ which was on Flash somewhere. I told Harry to get MJ to safety when they started running, after a second or two I did the same.

I was slammed into the wall but it didn't do much before I saw _Beetle_ go after Harry, Flash, and MJ but I have a feeling he's only after Flash. I jumped through a hole _The Beetle_ made clothed in my _Spider-Man_ costume before I shot a _Web_ at _The Beetle_ throwing him against a _Locker_.

"We have to get you out of here" I said at the same time that he asked me why _Beetle_ was after him. I jumped over him grabbing him and swinging away from the _Missiles_ that were launched at us.

I pushed Flash through the doors that lead to the stairs telling him we're going up when we landed by them. I shot a _Web_ going through the doors a few stories up making sure that I was the only one who hit the ground when we crashed through them.

I looked around for some place to put Flash since _Beetle's_ after him before I saw a _Utility Closet_. I opened the door putting Flash inside it "I know you want to help Flash and I would love that if you don't get hurt as much as you would right now" I told him before I shut the door.

I jumped to where I was on _Beetle's_ right side when he shot at me before I shot a _Web_ at him throwing him down the _Hall_. I saw _Beetle_ throw a _Flash Grenade_ so I jumped back but I still wasn't able to see that well with _Heat Vision_ before I was punched backwards.

I slid back a few feet before I shot a _Web_ hearing Flash say that _Venom's_ back which is what I was apprehensive about in the first place. I was picked up by my left ankle before my back was slammed into the ground.

I heard Flash say _Beetle's_ name before I leaned my head back to see Flash was indeed covered in _Venom_. Flash punched _Beetle_ backwards before I got up thanking him before _Beetle_ threw about six or seven _Grenades_.

Flash jumped in front of me bouncing the _Grenades_ back at _Beetle_ which was actually pretty cool. The explosion sent _Beetle_ outside of the _School_ and into the yard before I crawled along the wall to the hole _Beetle_ made.

"He's not finished yet Flash" I told him before I saw _Beetle_ get up so we jumped down from the second or third story. When I saw Flash punch _Beetle_ knocking him to the ground I shot _Webs_ at _Beetle_ _Webbing_ him to the ground.

Flash said he must've picked something up last night when we were fighting together making me sigh. When he said that what happened to him was awesome I shrugged since I did say that if he doesn't get hurt as often as he would've before he could help.

I walked up to Flash asking him if he's able to control _Venom_ and he nodded saying that he hasn't done anything he didn't want to. I nodded sighing again before I heard the crackling of electricity making me turn around to see that _Beetle_ was taking off.

"It's game time" I heard Flash say making me chuckle lightly as I shook my head when he swung off after _Beetle_ his face covered by _Venom_ again. When this is over I'm going to see if _Venom_ really won't do the same thing to Flash as it did to Harry.

I swung after Flash and _The Beetle_ seeing him hanging _Beetle_ over the _Hudson_ on a _Shipping Dock_. I landed on a _Metal_ _Bar_ telling Flash not to do that, he said he wasn't going to until he figures out why he was attacking _Midtown High_.

"He was chasing after you Flash, he was around when I was collecting the _Symbiotes_ , he was told he would be paid for getting a sample of the _Symbiote_ " I said before I told him he should be asking who hired him instead. I jumped down from the bar and told him _Heroes_ don't dangle others, bad guy or not, off of a building.

I watched the _Symbiote_ retreat to show Flash's head when he told me that I can teach him how to be _Hero_ after he started pulling _Beetle_ up. "I can't teach you how to use the _Symbiote_ Flash I never had it under control" I told him before he said that this is the best thing that's ever happened to him since he has nothing to lose.

I sighed at that when he stood up saying that _Venom_ chose him and I'll have to agree, the first time _Venom_ even showed up Flash was the first one he went to. I started shooting _Webs_ but he dodged them before I jumped back off the bar.

I shot a _Web_ again this time choosing to use it to kick Flash in the back, I shot the contraption that takes up Venom to see that he did bond with Flash. I landed like a _Wolf_ when Flash's tentacles came after me pushing me back.

I tried shocking him for the next test ignoring what Flash was saying before I was pulled to him by the _Electro Web_. Shocking doesn't work, it also seems to be insulating him.

He said this _Venom_ was different and I nodded before I got out of his hold jumping backwards before I landed on a hovering _Crate_. When _Venom_ landed it tilted before I jumped over him sliding under him when he tried punching me.

"Now if only this wasn't so dangerous" I said and I probably should've worded that better, or at least looked at what made me say it, the _Crate_ is what I was talking about. _Venom_ /Flash shot a _Web_ swinging and I did the same but I shot one _after_ I jumped not before.

'Now it seems he's going after me for real' I thought after I was lunged at when I landed on a _Crate_ , I hadn't bothered shooting him with an _Electro Web_ again since Flash seems to have more control of _Venom_ than the others. I tried dodging his punches before I jumped over him shooting a _Web_ at a _Crate Door_ opening it and knocking him to my right and his left.

"I'm trying something here Flash" I said but I think he heard something different when he said 'it's only over when I say it is' making me sigh. I shot a _Web_ jumping to avoid _Venom's Tentacles_ before I kicked Flash in the chest making him hit the ground.

When I got up again Flash was standing as well before I leaned back on the ground to avoid a punch. I kicked him in the chest when he tried to grab me making him hit a _Crate_ behind him, hard.

The strength he hit the _Crate_ with made the one above fall on him but he broke through the top not long after it fell. He tried attacking me with more _Tentacles_ but I jumped back until I hit my back on something.

I looked up shooting a _Web_ pulling myself up before _Venom_ could punch me like he was about to. I shot a _Web_ at him when he lunged at me before I pulled him right making him hit an angled bar instead of a horizontal or vertical one.

 _Venom_ said Flash can control him and I nodded saying 'I know' before _Venom_ lunged but I don't think he heard me or something like that. I dodged his attacks but I never attacked back before I heard a beeping which wasn't good.

I grabbed Flash's arm pulling him back and out of the blast radius before I turned on my _Heat Vision_ seeing _Task Master_. I pulled _Venom_ down so neither of us would be kicked by him before he said that he should thank us for softening each other up.

I didn't see that Flash and I were about to be kicked again before we were, it didn't hurt so when _Task Master_ was in front of Flash my bruises were healed. _Task Master_ said he's wasted a lot of time trying to find an _Apprentice_ but with the _Venom Symbiote_ he can just make one.

When I saw Flash being picked and taken away I shot a _Web_ in between Flash's shoulder blades pulling him towards me. "No way you're taking him as an _Apprentice_ _Tasky_ " I said as I kept Flash from falling over when I set him on the ground.

"Oh I recognize those moves, _Self-Defense for the Elderly_?" I asked since I have seen them but they were Aunt May's _Self-Defense Class_ and she's definitely _not_ and elderly person. After a while of hearing explosions I saw a bigger one 'now you're just ruining _Government_ and _Shipping Property_ ' I said in my head glad my _Mask_ hides my frown.

 _Task Master_ said Flash has potential and I saw purple before I shot a _Web_ making it hit his _Shield_ before he cut it with his orange _Light Saber_. I jumped back when I saw him slash at me "are you going to slash _Star Troopers_ with it?" I asked him as I jumped back again.

I shot another _Web_ this one hitting the _Shield_ before I pulled it out of his hands which I could've done the first time to. I fell off the bar when _Task Master_ detached it with his _Sword_.

I shot a _Web_ flipping so I could land on the _Ship_ below before I jumped over _Task Master_ landing like a _Wolf_ before I made a _Catapult_ catapulting myself at him but he blocked me with his hands. I jumped to slam him but when I saw he was expecting it I moved down kicking his feet from under him.

I saw Flash behind me before we were back to back making Flash realize it's our first and official _Team-Up_. "I do hope it won't be our last Flash but I still have to conduct more experiments then I already did" I told him making him ask what I was talking about.

I jumped to go after _Task Master_ without answering him, after a while I smelled _Venom_ so I knew something was wrong. When I went over to them I heard a weird sound and realized that _Venom_ doesn't like that when I saw that Flash couldn't focus.

"Try to focus until it's over Flash" I said before I shot an _Electro_ _Web_ at _Beetle_ making him stop the incessant noise. _Venom_ was under control again and that means that the experiments are finished, Flash can control _Venom_ easier than Harry or the others so I don't have to worry as much.

"Nice job Flash" I told him making him thank me before I told him to watch out when I saw _Beetle_ launch some _Missiles_ which hit either side of Flash. I saw Flash take down _Beetle_ and _Web_ him up before I saw _Task Master_ but until Flash is in danger I won't but in.

I chuckled at _Task Master_ when he said that Flash should join him because he'll be bigger than _Spider-Man_. I wouldn't mind of Flash became a bigger deal than me it would just mean more people to either help ruin or help create more evil plans.

When I saw that Flash was in danger of being electrocuted but not having the _Symbiote_ taken away I jumped down from my perch shooting a _Web_ at _Task Master's Mask_. When that was done and he was blinded for a bit I pulled down his hood shooting a _Web_ around it before I gave three simultaneous punches to his _Ribs_.

When he took the _Web_ off I kicked him before he was pushed into Flash who threw him over the railing. "We got _The_ _Beetle_ and _Task Master's_ done for now so you did pretty good" I said turning to Flash who nodded thanking me.

"You did really well for your first time, I'm impressed" I said and he said he was impressed as well since he didn't know how hard this was. "Are you able to take the _Suit_ off? I've only seen it retreat off your head" I asked when the _Symbiote_ was off of his head.

He tried telling the _Suit_ to get off of him but it didn't work making him say it was stuck. "You did say you have nothing to lose, let's see if you lost the ability to walk out in the open" I said before I turned my _Communicator_ on.

Time Skip: Dr. Connors _Lab_ Half an Hour Later

I was watching as Dr. Connors check and see why the _Symbiote_ won't come off even though I already know the reason. I sighed when Dr. Connors said that _Venom_ and Flash have a true _Symbiotic Relationship_.

Flash asked if Dr. Connors can spell it out in _English_ , keeping in mind he gets _C-s_ in that _Class_. "It's _Chemistry_ , _Anatomy_ , and _Biology_ but it basically means that what I said at the _Shipping Yard_ was right, _Venom's_ bonded to you and won't let go" I said and Dr. Connors nodded.

Scene Change: Flash Locked Up

"He hasn't done anything wrong Fury" I said before he told me that _Venom's_ dangerous so he's locked up. When we started walking I heard Fury say wannabe kid _Heroes_ are popping up all over since I became an _Avenger_.

I asked if there were more like Flash in surprise and from him saying that he won't lock Flash up but he's staying on the _Tricarrier_ I knew he didn't mean to say that. "Stop hiding things already Fury, what about the others?" I asked him before he sighed saying that it's time I knew.

"Coulson set up a _System_ for finding new young _Heroes_ before he left for his _Secret Mission_ " Fury told me when he showed me a list of eight people three of which I don't recognize (2). "We have to bring them in Fury, I have a bad feeling about leaving them out there in the open" I said before he told me they aren't in the open and the _Tricarrier_ isn't a place for that.

" _Task Master_ said he was looking for _Apprentices_ , he already went after Flash, we have the great responsibility and they have the great power" I said getting him to agree to a test. I headed to the top of the _Tricarrier_ with Flash before he was in the middle of _Turrets_ as I looked at the sky.

"I need to protect them from _Task Master_ " I said before I looked back at Flash who was dodging with the shots from the _Turrets_. "They want to be _Heroes_ then I'll help them become _Great_ and, maybe, even _Ultimate_ " I finished when I watched Flash destroy the _Turrets_.

Fury said that I convinced him making me smile, I was glad that my _Mask_ kept it hidden. He told me that he'll provide the _Intel_ and I'll _Recruit_ them so I told him I won't let him down jumping off the _Tricarrier_.

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 **A/N: Hello, I finished writing this at 12:54 P.M. on November 5, 2016.**

 **1) It is so weird how Flash says and does things that are foreshadowing, he said during this that he was** ** _Scarlet Spider_** **and there ends up being a** ** _Scarlet Spider_** **who shows up later on.**

 **2) That means for him that he doesn't recognize them as people he wants on his Team anytime soon.**

 **I do hope you like this chapter and will continue reading.**


	45. Controlling Darkness

**A/N: Hello, I do hope you like this chapter and story and will continue reading. I know Dormammu is OC in this and I am sorry about that.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Forty-Five: Controlling Darkness

Peter's POV

I landed on a roof a second before _Iron Fists_ landed next to me, we started running before jumping off the building before I swung landing in an _Alley way_. We were walking down the _Alley_ when I saw a shadow as big as a _Lion_ , because shadows are normally bigger than the one who makes them I turned around to find a black and white _Cat_.

I realized something as soon I saw the _Cat_ though so I called Fury getting _Iron Fists'_ attention so he'd stop walking. "Do you know where _White Tiger's_ at Fury? She's yet to show and I don't like that" I told him before he said that she's not showing up in our _Sector_.

He said he'd try and find her despite him thinking it's nothing which I'm guessing isn't true. Fury told us about _Cloak_ and _Dagger's_ powers and that _Dagger's_ powers are ones we don't really understand before saying they don't want _Cloak_.

"If I find _Cloak's_ not evil, they have a reason to be a pair, or their already with _Task Master_ I'm going to try to get _Cloak_ to come with us as well Fury" I said before he nodded but he had a stern look. I started walking before I stopped when I saw _Cloak_ , I said his name before I sniffed the air smelling _Task Master_ on him but nothing else.

There was a small scent of _Lillies_ though so I'm guessing that's from _Dagger_ "would you happen to know where _Dagger_ is?" I asked him before I heard my _Spidey Sense_ go off. I pulled _Iron Fists_ back when **_Cloak_** (1) opened his _Cloak_ and familiar creatures from another _Dimension_ came out shooting at us.

I saw _Iron Fists_ charge in punching one repeatedly before I shot _Webs_ at two others trapping them. When they shot at me I ran in between them making them shoot each other, in other words they took each other out.

"This power isn't his" I said shooting _Webs_ at two creatures' heads before they could shoot me destroying themselves when they did try to shoot me. One of the creatures grabbed _Iron Fists_ before **_Cloak_** was behind the creature telling it to take _Iron Fists_ before his _Cloak_ opened.

When it did open a second or two passed before I jumped in front of him seeing that the two were gone. I saw and heard _Iron Fists_ trying to get out but as soon as he did he was pulled back in.

"Might I ask why you did that **_Cloak_**?" I asked taking a step forward trying to keep my vision from turning purple. I jumped back right before white _Daggers_ hit where I was standing before.

I jumped to avoid more _Daggers_ landing on a _Fire Escape_ before I had a _Dagger_ in my face, in more ways than one because _Dagger's_ holding the _Dagger_ there. She told me to leave **_Cloak_** alone and I nodded before I saw him teleport away, with my friend inside of him.

"You're _Dagger_ correct?" I asked before I put a hand in front of my neck and face getting cut by _Dagger_. "You smell like _Lilles_ and besides nothingness and _Task Master_ I smelled nothing but _Lillies_ on **_Cloak_** " I told her before she slashed at me making me lean back and fall off the _Fire Escape_.

I flipped down landing like a _Wolf_ before I ran dodging _Daggers of Light_ , I jumped forwards when _Dagger_ threw a multitude of _Daggers_ at me. I stood moving to avoid more _Daggers_ before I shot a _Web_ at her _Webbing_ her chest to a wall.

"Wait _Dagger_ I only want to talk" I told her when she was about to cast something, she did so anyway collapsing to the ground and breathing heavily. I didn't dodge the spell she cast at me before it hit me, I wasn't really surprised that it didn't hurt before I went over to her when she said that was all she had left.

She collapsed into me before I asked her if she would tell me what happened to **_Cloak_** and, possibly, where he took my friend. She explained that those things attacked them a few days ago, **_Cloak_** left and never came back, but when he did he was evil and capturing people.

"Why don't we get **_Cloak_** and my friends back then? Since you don't know me, let alone trust me, you can ask any questions you like on the way there" I told her before she asked my name. "It's _Spider-Man_ , I have two others though, one is who I actually am and the other is how everyone else sees me outside of this costume" I told her before she agreed to what I had suggested.

We were running across _Roof Tops_ jumping to them as well when they were far apart, she asked me where we were going so I told her. " _Doctor Strange's_ place, I feel something's wrong there and I can smell **_Cloak_** near there as well" I said before we landed on a house right across from his place.

 _Dagger_ said _Cloak_ was in there before I nodded saying that I knew something was wrong because we shouldn't be able to see the house. We jumped off the _Roof_ and right when we landed _Dagger_ opened the door so we walked in.

" _Doctor Strange_?! Are you in?" I asked before I heard my _Spidey Sense_ go off and smelled those rock creatures from before. We continued walking but I was walking like I would in _Wolf_ form before I ducked when the rock creature flew at me.

 _Doctor Strange_ said something about _Icy Tendrils of Ickthalon_ before I saw four of the creatures were incased in _Ice_. I leaped when the creatures got out, one of them shooting at me which is why I leaped.

I shot at a _Chandelier_ before pulling it down destroying a few of the creatures, I jumped landing next to him before I apologized. "Sorry for dropping in without warning _Sorcerer Supreme_ " I said before he told me my presence is most welcomed.

I grabbed _Dagger's_ arm before she could run after **_Cloak_** making her ask me why I did that "you're not strong enough to get close to him without getting hurt" I told her as we hung from the _Ceiling_. When _Doctor Strange_ was down I jumped with _Dagger_ off the _Ceiling_ , I was the only one who landed on one of the creatures though.

I broke the creature when I landed on it before I shot a _Web_ at another one on my left throwing it somewhere on my right. I jumped flipping in the air before I landed on the creature breaking it again.

"So who are they?" I asked gesturing to the dust below me with my hand, he said he knows the mindless ones serve the _Dread Lord of the Dark Dimension_ making me groan. " _Dormammu_ right?" I asked and he nodded before I jumped to avoid one of the creatures again.

I saw _Doctor Strange_ get picked up before I saw my vision flash purple, I stopped it before I could get really angry though. I saw _Dagger_ get knocked down by the one who was holding _Doctor Strange_ before I saw _Dormammu_.

" _Dr. Strange_ one of the old thorns in my side, there's no escape because all will fall to the will of _Dormammu_!" _Dormammu's_ flaming head said before I caught the _Mystic Eye of Augomotto_. _Doctor Strange_ told me to use it wisely but I barely even know how to use, the last time someone I knew had another _Hero's_ object it went terribly wrong.

When he told me to use it wisely he didn't finish because he was pushed into the _Portal_. **_Cloak_** disappeared as soon as _Dagger_ jumped to grab him before I heard her tell him to wait which didn't happen.

I told _Dagger_ that this was really bad if he gave me his _Cloak_ before I touched the fabric getting it to surround me. I was dressed like _Sorcerer Supreme_ when it did which was weird in my opinion before _Dagger_ told me that her friend is possessed by a _Demon_ so I should do something.

"How'd you guess he's a _Demon_ , a _Demon_ can't really possess someone just control them, and I don't know how to use this _Cloak_ " I said before I told her I would give it a try. " _Mystic Eye of Augomotto_ please take us to _Doctor Strange_ " I said before the eye opened and we fell through a _Portal_ underneath us.

"Can you help me out _Eye_?" I asked it when we were falling before it opened levitating me when I grabbed a hold of _Dagger_ when she said she should've never trusted me. "You don't _have_ to trust me _Dagger_ and neither does **_Cloak_** , you can do so if you like though" I said when we landed.

I followed _Dagger_ when she started running saying that **_Cloak_** was down the path before I grabbed her arm to stop her from continuing when we saw **_Cloak_**. "Unless you're really bad at picking friends I wouldn't get closer right row" I said before **_Cloak_** attacked us.

I shot a purple _Web_ at **_Cloak_** trapping him before I heard him snarling, _Dagger_ shot _Daggers_ at him breaking the _Web_ so he got free. She had said that her light will guide him before she threw them.

I'm guessing they're a pair because they're friends and because _Dagger's_ light keeps him from being swallowed by his own darkness. When those didn't work she made a ball of _Light_ putting it in front of _Cloak_ making his eyes go back to normal before she said that she blinded the _Demon_.

"Is there anyway to get into his _Mind_? I might be able to get him out of _Dormammu's_ control that way" I told her before she said I'd have to get though the black of his _Cloak_. I nodded before I took a step forward stopping when her hand was in front of me.

"I can't make you trust me, you have to do that on your own, but if I can't save _Cloak_ like this I'll take full responsibility for whatever happens" I told her before she told me to take a _Light Dagger_ with me. I grabbed the _Dagger_ that materialized in front of me before I jumped in thanking her.

When I landed I could only see a few feet in front of me so I turned to my _Night Vision_ seeing **_Cloak_** in front of me so I stopped. " ** _Cloak_**?! I know you're there" I said before I saw him approach asking who I was.

" _Dagger_ sent me here, she's worried about you, I'm _Spider-Man_ by the way" I said before I held up the _Light_ _Dagger_ " _Dagger_ gave me this" I said before he was visible even without the _Night Vision_. He said that I can't even help myself before I sliced the many shadows that were coming towards me.

 ** _Cloak_** / _Dormammu_ said that I can't defy _Dormammu_ before I created a dome of _Light_ with _Dagger's Dagger_. "Please hear me out" I told him before he asked me why he should trust me making me sigh.

"You have no reason to trust me and I can't make you trust me either but I know what it's like" I told him continuing after I pulled my _Mask_ up revealing my face. "I got powers, on top of the ones I already had, and it was overwhelming for me in a place I don't really know" I told him seeing his eyes soften as well as his frown.

"I came in here because _Dagger_ said you're a good person and I believe that entirely, I made up my mind that she's a good person so I trust her" I said before his eyes were back to normal. His shadows came at me but they only moved me centimeter, maybe an inch, before I asked him if _Dormammu's_ stronger than him right now.

He nodded when I pulled down my _Mask_ asking if I could give him _Dagger's Light_ I did so even before he even said that I have to trust him. The _Dagger_ hit him in the chest before he was surrounded by light "you can do this **_Cloak_** , I trust you and _Dagger_ in making the right decisions" I said before I told him I was leaving now.

I skidded to a stop when I was outside of **_Cloak's_** _Cloak_ before I was facing the pair still in my _Wolf's_ stance before I stood up. **_Cloak_** said that _Dormammu_ was making an _Army of Mystics_ which would explain why _White Tiger's_ gone.

He continued saying that _Dormammu's_ planning to take over the _Earth_ making me sigh and put my hands on my hips. "I figured that's what he was planning, so far every _Demon_ that I've met, besides myself and currently Dracule, have been wanting to destroy the _Earth_ " I said earning odd looks from them.

"Want to help me get my friends? You can get a better opinion of me without my enemy's influence" I said before they asked who I was talking about. "I wanted to recruit you guys to help me, and possibly get stronger to protect yourselves and others, before _Task Master_ got to you but I'm guessing he already did" I said and they nodded.

"Make your own opinion of me without others' influence and decide then if you can trust me" I said before I touched the _Eye_. "Now we have to rescue my friends as well as the _World_ so…" I said getting the _Eye_ to shoot the two with purple light when they agreed to help.

"I don't really know how this _Eye_ works but I'll trust _Doctor Strange's_ plans" I said before the _Eye_ took me where _Doctor Strange_ is. We landed in front of a Nightmarish looking _Castle_ before I thanked the _Eye_ asking him to open the door for us when I walked forward.

"That's the _Siege Perilous_ right?" I asked looking down the hall to my right before **_Cloak_** said that's what he's charging up so it will have enough power to open a portal big enough for his _Armies_. "So you were controlled into taking it from _Doctor Strange_?" I asked him and he nodded before I went over to where I smelled Ava, Danny, and _Sorcerer Supreme_.

"You guys okay over there? Being controlled and all" I asked them before they turned around showing their fiery eyes. I dodged _Iron Fists'_ fists when he attacked me and I saw that _White Tiger_ went after _Dagger_ with _Doctor Strange_ going after her to but **_Cloak_** stopped _Doctor Strange's_ attack from hitting her.

I dodged both _Iron Fists'_ and _White Tiger's_ attacks before I was almost hit by their next attacks but **_Cloak_** stopped them from hitting me. He said he has my back and I thanked him for that before I _Webbed_ the two up.

"Don't you think they need some light in their life _Dagger_?" I asked her seeing her nod before she encased them in light and it disappeared. "Nice threads now we just have to free _Sorcerer Supreme_ and stop _Flereous_ " I said before they asked who that was.

" _Fire God_ and used in place of _Satan_ , a _Lieutenant of Perdition_ , and _Dormammu's_ real name" I said chuckling slightly since he was so high in the _Demon Hierarchy_ before now. _Doctor Strange_ said our new master already approaches before I saw _Flereous_ who was chuckling evilly.

"Greetings _Flereous_ , how'd you get demoted so quickly?" I asked him making him stop chuckling before he looked at me. "Oh _Cerbris_ it's been a while, it's such a pleasant surprise to see _Prakeikimas_ (2) disgrace" he told me making me shrug.

"You're too late to stop me _Cerbris_ even if you return to your regular form" he told me making me sigh "have you forgotten how big I am compared to you?" I asked him before he took that part back. "With the _Siege Perilous_ you can't stop me _Cerbris_ and that I promise" he told me making me shake my head at him.

He used the _Artifact_ to teleport behind us before I told everyone to stand back when _Dormammu_ and _Doctor Strange_ combined their powers to attack us. I took the attack directly moving back a foot from it but only because I used half my strength.

I jumped back to my allies before I told them we need to revert _Doctor Strange_ back to normal, _Iron Fists_ said that they'll keep _Dormammu_ busy and I nodded before they attacked. _Dormammu_ said that in this realm, Kostchtchie's (3) _Realm_ , their powers are nothing.

I got _Doctor Strange_ tied up in _Webs_ before I looked back to see my _Team_ getting attacked so I asked _Dagger_ for help with him and she did releasing _Doctor Strange_. "Would you mind taking your _Eye_ back?" I asked him and he nodded before he did so making me spin when it went back to _Doctor Strange_. I saw him go into the air telling the _Eye of Augomotto_ to ' _Defend_ ' as he put it before it did so in the form of a purple laser.

When _Dormammu_ was distracted I grabbed the _Siege Perilous_ from him taking it with me thanking him in the process. We were in a bubble with _Dormammu_ following us before _Doctor Strange_ made a dome to cover us.

" ** _Cloak_** could teleport us back but that could be the same for _Dormammu_ once everyone gets through" I said when _Doctor Strange_ said all the _Portals_ back to _Earth_ were sealed shut. "I can seal the _Portal_ shut when **_Cloak_** is with us again" _Doctor Strange_ said before _Dagger_ asked me if we could trust him and I nodded saying we can.

Scene Change: _Doctor Strange's House_

When we were back in our _Dimension_ I saw that **_Cloak_** was stuck between _Dimensions_ which isn't good. "Don't touch him _Dagger_ " I said grabbing her arm so she wouldn't get burned.

I heard _Dormammu_ cackling before blue fire appeared turning into _Dormammu_ who said we can't escape him which isn't entirely true. "I need to borrow your _Eye_ " I said seeing _Doctor Strange_ nod before I put it on shooting _Dormammu_ with the wisteria _Webs_ trapping him.

I heard _Sorcerer Supreme_ call out _the_ _Sword of the Illuminati_ shooting him back into **_Cloak_** when he landed on the ground beside me. I took off the _Eye_ when **_Cloak_** collapsed hearing _Doctor Strange_ say that _Dormammu_ has been sealed.

"Here and what do we do with this since I don't think you want it to be known you still have it?" I asked giving _Doctor Strange_ the _Eye_ back and holding up the _Siege Perilous_. He nodded thanking me as the _Eye_ returned to him before he said that _SHIELD_ should keep the _Siege Perilous_ for now.

Scene Change: _Roof Top_

I was sitting on a _Roof Top_ waiting for **_Cloak_** and _Dagger_ surprising them when they saw me. "I know you guys work for _Task Master_ now and that you have to keep moving so here" I said handing them a see through card.

"This will call _SHIELD_ , who I work for, when you're done running and figure out who _Task Master_ really is" I said before **_Cloak_** took the card. I saw **_Cloak_** look at the card before he nodded and teleported _Dagger_ and himself out of sight.

I called Fury before I told him that we can trust both of them and that **_Cloak_** isn't a bad person. "Okay we can try to recruit them, did _Task Master_ find them?" he asked me and I nodded saying that they're doubtful of _Task Master's_ motives.

I swung off the building after I ended the call before I stuck to the side of a building. I heard _Iron Fists_ and _White Tiger_ thank me in their own way for saving them and I nodded telling them I'll buy them something to eat since they must be hungry.

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 **A/N: Hello, I finished writing this at 7:06 P.M. on November 6, 2016.**

 **1) I'm going to add bold and italics for Cloak's name since not doing that when Cloak for his attire is also in itallics.**

 **2) Perdition in Lithuanian I think**

 **3) Goblin of Death.**

 **I do hope you like this chapter and story and will continue reading, see you next Monday.**


	46. Spider's Master

**A/N: Hello, I do hope you like this chapter and will continue reading. I am so sorry but I am only updating one chapter today since I still have a lot of other chapters to write for A Blinded Fighter which is more popular than this one on my other Account. I know this is no excuse so I am so very sorry for those of you who actually like this story.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Forty-Six: Spider's Master

Peter's POV

I was sitting in a _Booth_ in a _Café_ really hoping something bad won't happen again, something always does when I'm with Aunt May. Aunt May said that everything looks really good and that she wants to try something but screams from outside stopped her from finishing.

 _Juggernaut_ ran past the window to my left surprising Aunt May before I was surprised when I saw _Squirrel-Girl_ who had a _Squirrel_ on her right shoulder. "Come on Aunt May" I said taking her hand as I pulled her lightly but firmly out of the booth.

I saw a bunch of _Squirrels_ surrounding _Juggernaut_ and _Squirrel-Girl_ when we got outside the _Café_ before I heard her throw three saying their names as she did so. _Tippy Toes_ , _Monkey Joe_ , and _Mr. Lieberman_ were the names of the _Squirrels_ she threw at _Juggernaut_ in order from when they were called.

I swung after I had changed into my costume seeing the damage caused by _Juggernaut_ who was rampaging blindly when his face was covered in _Squirrels_. "You do know a _Hero_ doesn't ruin _City_ _Blocks_ this quickly and should tie up their target right?" I said before I looked at _Juggernaut_.

"Saying you're a _Hero_ doesn't make you one _Squirrel-Girl_ " I told her before she said that it does calling herself 'friendly neighborhood _Squirrel-Girl_ ' before I watched her leave. I know _Juggernaut_ isn't knocked out so I looked back at him shooting him with an _Electro Web_ before he grabbed it.

I activated the shocking mechanism shocking him before he fell unconscious, he may be invulnerable to physical pain but electric shocks are the one thing that works. I shot _Webs_ at him _Webbing_ him to the ground with a sigh before I swung off, I know they want to be a _Hero_ but a name and a costume don't make one.

I got a call from Fury before I had said this out loud hearing him tell me that that's ironic coming from someone in a red and blue costume. "I never said I was a _Hero_ Fury, I never said it back then and I don't want to say it now" I told him before I landed on a _Lamp Pole_.

He asked if she should be on the list and I nodded "whether her _Squirrel Powers_ are useful or not she just needs to learn how to use them better" I told him before I sighed. "She could still be useful to _Task Master_ like that if she trains under him" I said frowning not wanting that to happen.

"We have a new _Hero_ added to the list, if you really mean that you won't mind that it's Amadeus Cho" he told me and I nodded since I don't. The brain can be a weapon to, after all I made my _Web Shooters_ and Tony made his _Armor_.

Fury said they're keeping an eye on him by having him attend _Midtown_ making me nod before I saw a picture of him on the _Communicator_. "Very well but I want to see if he'll be able to do something with his smarts at thirteen" I told him before he agreed hanging up.

Time Skip: _Fundraiser_

I asked Tony before the _Fundraiser_ if I could showcase his _Tech_ to help a _Fundraiser_ out, since he said he doesn't mind since it's mine, I did. I was pulling the _Holding Cylinder_ with one hand behind me before I spoke getting everyone's attention.

"How would you all like to take a picture with what I have in this _Cylinder_? Only a dollar" I said before I took off the tarp I had covering it. Principal Stan told me it's a bad idea to have _Stark Tech_ out in the open.

"I asked Tony about it and he said it's fine since it's mine, I also want to see if Amadeus is good with _Tech_ " I said knowing that he's here somewhere. "Very well… Security to the _Bake Sale Table_ " I heard Stan say when a girl screamed and something crashed.

"Who wants a picture with the eighth wonder of the _World_ , the _Iron Spider_?" I asked everyone who gathered before I heard Amadeus ask if it's real. "Of course! I wouldn't be able to make something like this, I don't have the money" I said with a smile.

Amadeus glared at me when he realized who I was but I just smiled noticing he smells like _Almonds_ and _Cinnamon_. I hadn't minded being in second place in everything as long as I get where I want to go, being in second will still get me there.

I only got that way because Amadeus transferred to our _School_ , his _IQ's_ uncharted, a few skipped _Grades_ , several patents to his name, and banned from every _TV Game Show_. Being second place to him is as good as anyone can get and I'm glad that I'm second even if it's not better.

I walked up to the _Cylinder_ smiling at him when I heard him say that he's never seen _Stark Tech_ up close before. He dug through his bag telling me he's Tony's biggest fan before pulling out an _Arc Reactor Model_.

He said he built _Tech_ similar to Tony's _Arc Reactor_ making me smile before I walked to his other side, I actually like talking to him I just wish it was mutual. "That's really cool, I wonder if I can get Tony to show you some designs he's working on" I said before I knocked on the glass lightly so I wouldn't break it.

"Really?! He gave you this and you might be able to ask him to show me something?" he asked me and I nodded before asking him what he knows about the _Iron Spider_. "With the _Top-Secret Self-Charging Energy Matrix_ and the _Revolutionary Tertiary Cooling Matrix_ the _Armor_ is priceless" he told me and I nodded.

I had felt something was wrong though so I covertly looked to the ceiling on my right to see a _Video Sphere_ which isn't good. "I'm close friends with _Spider-Man_ who was given the _Armor_ by Tony Stark for his birthday" I told him after I looked back at him.

"Tony can't be friends with a menace like _Spider-Man_ " Amadeus said before I frowned at him. "Do you even know anything about _Spider-Man_ when you call him that? Or are you just listening to what others say?" I asked him before he left.

My _Spidey Sense_ went off before I looked behind me to see the _Iron Spider_ was being taken by _Task Master_ who was disguised as Principal Stan. I knew something else was wrong though, if Principal Stan isn't here but _Task Master_ is smelling like him something has happened to him.

I followed Principal Stan's smell to a _Supply Closet_ opening it and getting Principal Stan free of the ropes and cloth, the cloth covered his mouth and his limbs were tied up. "I'm glad I found you now I have to go" I told him before I left to go after _Task Master_ , after I change into my suit anyway.

I saw him taking the _Iron Spider_ somewhere before I landed like a _Wolf_ on the ground behind him. "Not yours buddy" I said when I landed getting his attention before he told me he has a job to do.

"Not likely, I got a call from a kid here who said the _Acting Principal_ was tied up in a _Supply Closet_ not too long ago" I said before I ran towards him. He dodged my punch making the glass crack on the _Cylinder_ before I jumped on it.

I flipped forwards landing on the ground _Wolf_ style before I lunged forwards pushing him into the ground before he could dodge in time. I took off his _Mask_ when he kicked me off getting up when he did that.

Everyone who had thought that I was attacking the _Acting Principal_ gasped when they saw it was really _Task Master_ before they ran away screaming. He finally took the disguise off before I ran at him using my _Webs_ this time before I punched him when I pulled him closer, tried to anyway.

Before I could punch him he blocked the attack with his left hand before I kneed him doing a _Jump Spin Hook Kick_ to his knee. I punched him breaking his _Gauntlet_ when he tried blocking with his right one.

I jumped over him after it broke before he turned to me trying to punch me but didn't get the chance when _Power-Man_ grabbed his right shoulder. "Hey _Power-Man_ , glad you could make" I asked him before he threw _Task Master_ into the air.

 _Nova_ tried to shoot him but he was stopped by a kick to his side making his shot go to _Power-Man_ before I stepped in front of him taking the shot myself. He asked if I was okay but I told him to not worry about me and help _Nova_ instead.

He agreed to that before he went over to _Nova_ , I turned to see _Task Master_ activate his orange _Light Saber_ before he asked if I really thought I could get the drop on him. "Not really but worth a shot" I said shrugging as I jumped to dodge a slash from him.

I heard my _Spidey Sense_ blare in my ear so I couldn't hear what _Task Master_ was saying seeing Amadeus in the _Iron Spider_ when I turned my head to the left. I only know it's him before of the _Almond_ and _Cinnamon_ smell, but what I didn't want to smell was that he smelled of _Mildew_ and _Pride_.

I had wanted to see what he'd do with the _Iron Spider_ but now that I see and smell what it does I don't like it. I had thought this entirely when Amadeus shot _Task Master_ with a _Repulsor Beam_ making him hit the wall behind him.

I watched as Amadeus was doing a good job but I know he's not ready for it, not like he is now anyway. _Nova_ was thinking that the _Armor_ came to life with a disbelieving tone before I rolled my eyes at the idea.

" _Spider-Man_? Who's in the suit?" Luke asked me and I nodded "Amadeus Cho, he smells like an _Idolater_ though" I said before he nodded saying it was a shame because he's really good. I do agree with that, I'm only saying he's not ready because he seems to believe everything someone tells him and since he does well with the suit _Task Master_ might make him an offer lying to him to get him to do what he wants.

The _Grenade_ _Task Master_ threw was pushed back at him through something similar to redirection making it hit the building. I saw him running when the rubble started falling down almost crushing him.

I didn't smell him there anymore so I told Luke not to bother with getting him out before I turned to Amadeus who was still in the _Armor_. "Can you please get out of my _Armor_ Amadeus?" I told him making it sound like a question.

"Why so you can have it back? It's not like you deserve it, you're just a menace" he told me making me sigh. "At least I don't smell like a _Demonic Power_ as soon as I step into the suit" I said before he grabbed my wrist when I tried touching the suit throwing me into the ground.

"You can be manipulated so easily by the words of others and you want to be a _Hero_? You listen to one side of a story from an opposition and honestly believe what they say" I told him before he held out his hand to shoot me. "If someone were to tell you to kill someone or even harm a person you don't like I bet you'd do that to" I told him before he shot me.

I hit the _Vending Machine_ when I was shot before I stood up brushing the dirt from behind my costume checking to see if I ruined the _Vending Machine_. I walked over to Amadeus before he told me that he wouldn't do that making me sigh.

"You're just like a kid Amadeus, everyone says that but when it comes down to it when given a reason whether false or not, you'll do it without a second thought" I told him before he punched me. I rolled backwards before I landed in a _Wolf's Stance_.

"Sorry for asking but would you mind helping out?" I asked _Power-Man_ and _Nova_ who charged at Amadeus. I was able to run fast enough to stop _Nova_ from hitting the wall, when Amadeus rode him towards it, so he wouldn't hurt himself which I was glad for.

I shot _Webs_ at Amadeus trapping his arms at his sides before he used the _Shock System_ which I had found out about a week after I used it the first time. I knew he would be good with the _Armor_ with how smart he is but he's still susceptible and arrogant.

"This suit is better left in my _Heroic_ hands than they are a menace's" Amadeus told me before I saw _Power-Man_ trap Amadeus's arms. He told him to get out of the suit but he was taken into the air by Amadeus instead falling after hitting the building of Amadeus's volition.

I was able to turn into my _Cerberus_ form large enough and quickly enough to catch _Power-Man_ with my tail so he wouldn't hit the ground before I set him down. I returned to my normal, human side to speak to them once _Power-Man_ thanked me for stopping his fall.

"I shouldn't have thought that was a good way to test him, I knew he was arrogant and thinks highly of himself but I should've known giving a gullible person power wasn't the right thing to do" I told _Power-Man_ who frowned at me. "I made another mistake I just hope I learn from it" I told him as I looked to the sky where Amadeus took off to.

"It wasn't your fault _Web-Head_ , Fury told you to recruit him" _Nova_ told me when Luke helped him up making me shake my head. "I was the one who suggested testing his intellect to see how useful it can be, the best way I could come up with was the _Armor_ " I said before I looked to the sky again.

"We need to find Amadeus, _Task Master_ wants the _Armor_ and he knows Amadeus will listen to anything having to do with what he thinks is right" I told them before they nodded leaving to search for him.

Time Skip: Finding Amadeus

I was swinging through the _City_ trying to find Amadeus ending up finding him on a _Roof_ … with _Task Master_. He told Amadeus to trust him before I got his attention at the last second before kicking him when I swung towards him.

"So you want him to trust you when you don't even tell him the reason you want him in the _Armor_?" I asked him before he got up staggering a bit. I jumped backwards with every slash thrown my way by his orange _Light Saber_.

I dodged like that seven times before I heard _Task Master_ tell Amadeus to not let me steal his _Armor_ making me sigh. "And as I had said before, a child who listens to everything someone says with no proof behind it" I said when I shot _Web Balls_ at _Task Master_.

He blocked them with his _Saber_ before he started shooting me instead, I dodged two shots before I jumped off the side of the tower. I shot _Webs_ at the _Bugletron_ that was falling down onto the _City_ pulling it up.

It only fell because of the amount of force in those bullets, if I had stopped them instead of dodged them it wouldn't have happened. I pulled the Bugletron up without problems before I smelled _Task Master's_ invention surrounded by the smell of the _Iron Spider Armor_.

I had already pulled the _Bugletron_ onto the _Roof_ so I jumped in front of Amadeus when the suit shut down for a few. "What did you put in the _Armor Task Master_?" I asked him in my _Wolf's Stance_ growling at him.

I jumped to the side to avoid a _Repulsor_ shot from behind me 'so the invention eats away or controls the _Tech_ it gets a hold of' I thought thinking of a way to stop it somehow. I stood when he told me that he knows all of my moves making me sigh "you only know the moves that _Spider-Man_ has not the _Black Wolf's_ moves or the _Tech Upgrades_ " I told him shooting and activating the _Flash Webs_ on his eyes.

I _Fly Kicked_ him before punching him, the impact of the punch made the ground we're standing on crack, making him hit the edge of the _Roof_. He told me he has new Upgrades to as I walked towards him.

Amadeus, as if on cue and was on cue, flew towards me grabbing me before he took me in the air. He made me hit the side of a building before dragging me across it for a few seconds.

After that he threw me into a wall on the _Roof_ we were on he grabbed me and when I hit the ground I was in an _Aggressive Stance_ (1). "You don't have to be so aggressive _Black Wolf_ , don't you want to help him?" _Task Master_ had said which made growl at him before Amadeus tried to skewer me.

I jumped out of the way still in the same stance as I was before, I wasn't liking this one bit. I was glad though when I smelled _Power-Man_ and _Nova_ nearby before I had to dodge Amadeus who attacked me.

I know he's asleep otherwise he'd be doing something about this, his _Mildew_ and _Pride_ smell is gone, at least the _Mildew_ is, he's always been prideful. I jumped off the _Water Tower_ lunging at him before I jumped shooting _Webs_ at him, two at his chest, to pull him down to the ground to wake him up.

"Come on buddy wake up now" I said when that didn't seem to work, I heard him respond after that but that was only because of my enhanced hearing. "You're talking, I'm glad you're okay, would you mind trying to get that bug out of the _Iron Spider_ before you hurt someone" I told him.

"You need a _Multi-Function Hibernate-Suspend Program Call_ to create a _Core Interrupt_ " I told him before he could even talk when I was avoiding _Missiles_ on a railing. I kept trying to avoid the arms as Amadeus kept apologizing to me making me growl.

"Stop apologizing, this is my fault for accepting Peter's help in getting you near the _Armor_ " I said before I told him not to panic when I got out of the _Iron Spider's_ grip. The _Reboot_ worked perfectly which I was glad about when he told me that "I told you you'd be fine" I said with a smile.

I heard _Task Master_ ask who was next when he beat my two _Team Mates_ before I got his attention telling him that we'd like to go. Amadeus made a _Spear_ with the legs of the _Iron Spider_ knocking _Task Master_ to the ground before I shot a _Web_ at _Task Master's_ foot.

I pulled the _Web_ throwing him at Amadeus before he kicked him into the air making me able to trap _Task Master_ in _Webbing_. "Amadeus? Can you check to see if there's any more problems with the _Armor_?" I asked him when I walked up to _Task Master_.

"Think you won _Black Wolf_?" he asked me when I stopped in front of him "no not yet anyway" I said before he asked what I meant by 'not yet' making me smile sadly. "I may not be as smart as Amadeus or my boyfriend but my enhanced smell and hearing more than make up for that in the field" I told him before I continued.

"I still smell your bug inside the _Armor_ which is why I asked Amadeus to see if there were any more problems with the _Armor_ , it's only the matter of whether he's going to act like a child" I told him before I looked at Amadeus. I heard a button being pushed before the _Iron Spider_ and Amadeus were electrocuted making me sigh.

"And by that I'm guessing he wasn't listening thinking he got all the problems fixed with the _Reboot_ , a _Reboot_ will most likely fix problems involving the _Tech_ itself not the _Tech_ causing the problems" I said making Amadeus apologize. "Don't, any mistake can be corrected it's better to learn from them though" I told him before I let _Task Master_ go when he got free.

Amadeus said that the _Cooling System_ was failing before the _Arc Reactor_ started glowing creating a power surge. He told me that he can't access the _Interface_ so we'd have to do it manually within 29 seconds.

He started counting down when he said he'd bring up the _Schematics_ but I shook my head saying I don't need it. "Cross one of the red wires with any of the blue ones" he told me and I nodded when I took of the plate near the left shoulder blade.

I picked the red wire with the less flow (2) before I connected it with a blue wire creating a small explosion. I wasn't knocked back by the sparks but I did jump back to catch the bug when it came out "be sure to put the back-up _Firewall_ online" I told him and he nodded doing so.

I created heat with my hands before I burned the bug with black and red fire making sure Amadeus doesn't see what I'm doing. He told me he did it before I nodded with a smile walking over to him.

He called me a genius but I shook my head "you're the real genius Amadeus… I'm just a menace who tries to help a _City_ " I told him when we high-fived. I had said the last part _after_ we high-fived though.

Time Skip: _Sunset_

I was sitting on the edge of the _Roof_ like a _Wolf_ would before Amadeus asked what I had meant when I told him that I shouldn't have had Peter help me. "Peter and I are very close, closer than most, so when I told him that I needed a way to see if your intellect will be a good asset in becoming a _Hero_ he asked if he could help" I told him before continuing.

"He said there was a _Fundraiser_ at your _School_ and that you like Tony's inventions so I figured the best way to test your intellect and see if it's good enough to be used in _Heroics_ , the _Iron Spider_ was the best bet" I finished before he spoke. "I'm not meant to wear the suit though, I stole it and that's not what a _Hero_ should do" he told me when he handed me the suit in back pack form making me shake my head.

"You're letting me keep it, but why?" he asked when I pushed it back to him making me get off the ledge. "You passed the test Amadeus, you figured the suit out easily and your intellect is good the only thing I see wrong however is giving people the benefit of the doubt" I told him with a smile he can't see.

"As long as you don't break it you can keep it for a bit, it was a birthday gift from my boyfriend after all" I told him before I spoke again. "I'm making a new _Team_ of _Heroes_ and I think that's the best place for you to use it, plus I need to make sure you have a place you can trust without being naïve" I told him making him glare at me.

Scene Change: _Tricarrier_

I heard Amadeus say that he was surprised to be on the _Tricarrier_ making me smile before I told him that wasn't all. The door in front of us opened revealing _Agent Venom_ before Amadeus said that Venom had been reformed and that he gets to be on a _Team_ with him led by me.

"I'm creating a _SHIELD Team_ with new _Heroes_ , mainly to keep them from _Task Master_ and to keep them as well as others safe" I said walking a few meters from the edge of the _Tricarrier_. "I group of _New Warriors_ if you will, you guys are the first members" I told them before he mentioned _Task Master's List_ making me sigh.

"I had figured he got the list which is why I told Fury I wanted to get them out of the open and make them a part of my new _Team_ " I told him before I went to Fury.

Scene Change: With Fury

"This is the latest version of our list however this is the list that Amadeus got when he reverse-hacked _Task Master's Tech_ " I told him when he told me I did good work recruiting Amadeus. "I can't let them fall into _Task Master's_ hands, I can't fail this place again" I said when I walked away knowing he heard what I said.

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 **A/N: Hello, I finished writing this at 3:53 P.M. on November 12, 2016.**

 **1) I'll write something like this for the stances that he's in for a Wolf Stance.**

 **2) I am not smart when it comes to stuff like this so I have no idea what the wire connects to to stop the overheating.**

 **I do hope you like this chapter and story. See you next Monday.**


	47. Vulture' Problem

**A/N: Hello, I do hope you like this chapter and story and will continue reading. I know I had promised I would publish three chapters on _Monday_ but I'll be busy with a new _Job_ until _December 5_ , but I'll stop writing until _December 19_ for different reasons, so I won't be able to update for a while. I am so sorry to those who like this story, even though it isn't many.**

 **Disclaimer: I do not own Ultimate: Spider-Man or its characters**

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Chapter Forty-Seven: Vulture' Problems

Peter's POV

I was slightly surprised that Jameson was talking about a menace, that isn't me, when I landed on a _Billboard_. I chuckled lightly though when he said that he thought I was only in a different costume pretending to be the _Vulture_.

I swung through the _City_ after that before I got a call from Fury which I answered telling him that I still haven't found him before he could ask. He told me that I had to find him quickly to get him out of the sky, which was their turf apparently.

I landed on the edge of a building's ledge in a _Relaxed Stance_ "I know there's more to this Fury" I told him making him ask how I know that when I hadn't met him yet making me sigh. "I just have that feeling Fury" I told him before he told me that I still have to find him.

I nodded telling him I know that before I hung up knowing he has nothing else to say, before I had heard someone say that there's a _Thief_. I looked to the ground to see someone stealing a _Briefcase_ before I swung down pulling myself up to avoid an unknown smell.

It smelled like feathers, sewer bound rotten eggs, and bloodied flesh, before I saw _Vulture_ pick the _Thief_ up. I called his name as I swung after him hearing a pained snarl. I saw _Vulture_ drop the man once he grabbed the _Briefcase_ before I shot a _Web_ at the man and a _Billboard_ in front of _The Vulture_.

This allowed me to pull him up before he started thrashing about from the heights, I smelt fear on him when he looked down before he started thrashing. 'He has _Aeroacrophobia_ or _Acrophobia_?' I thought worried before I told him to not look down because if he did we'd both fall.

I realized that made it worse because he was actually has _FOF_ (1) making the _Billboard_ I had a hold of fell from the struggling. I grabbed the man by pulling him up before I shot a multitude of _Webs_ on buildings and signs to keep the _Billboard_ from hitting the street.

Everyone was clapping before I shot four _Webs_ in the air to keep the _Thief_ in place and upright. "I may not want to hurt you but you're staying there till the _Police_ get here" I told him before I swung after _Vulture_ who flew past me.

When I saw him flying so fast I gave up deciding to use my intellect to track him. I landed on a roof not far from the _Tower_ that _Vulture_ stays in apparently.

I checked my _Communicator_ where the attacks had been and _Cross Referenced_ them to find that the _Vulture_ most likely lives in the _Tower_ across from me. I had smelled _Task Master_ before I swung off, I never said where he lives, I just swung there.

I know he's following me which is really bad before I landed on the window that leads inside, turning to my _Night Vision_ I entered the _Tower_. It was the perfect place for a _Vulture's Nest_ , with the high ceilings and all, before I dropped down with little sound and no force when I hit the ground.

I saw that it would've been creepy for some if they weren't used to things like this before I felt my phone vibrate. I picked my phone from my back right pocket before I saw that it was Harry who was calling me.

I declined his call before I put it back in my pocket looking around some more, I looked at the photos on the wall to see they're pictures of families. 'Do you have a family somewhere _Vulture_?' I asked in my head before I went over to a _Control Panel_ turning on the lights after I turned to my normal vision.

I saw that this was one of _Doc Ock's Labs_ before I saw four _Viles_ on a table behind me which I picked up, they're all for _Vulture_. This means he was one of _Doc Ock's Experiments_ 'have you agreed to it? Were you taken from your family for it? Or is it something else?' I asked myself before I went back over to the pictures.

I accidently knocked over a _Briefcase_ before I swung away from the _Octo-Bots_ that shot at me. Mainly on _Wednesdays_ I seem to always fight _Octo-Bots_ which is very weird before I hid behind some _Cylindrical Containers_ kicking them at the _Bots_.

One blew up but the other came towards me before I ran in _Wolf_ form away from him keeping my _Webs_ for later. I shot a _Web_ at one of the _Octo-Bots Tentacles_ before it could shoot or grab me pulling so I landed on top of it.

I jumped off of the _Octo-Bot_ when I saw the other one shoot destroying the _Octo-Bot_ I was on earlier. When I landed I shot a _Web_ at the other _Octo-Bot_ pulling it so it hit the wall.

At least it was supposed to hit the wall but instead hit the _Generator_. On impact it caused the _Generator_ to power down before powering back up again with the _Back-Up Generator_ that's around here somewhere.

I turned around when I heard something steaming before I saw an _Octagonal Holder_ ascend from the ground. I walked up to it seeing a person inside.

When the steam cleared I saw he had lifeless dark hair, and when he opened his eyes they were large and depressing and a shockingly orange color. His arms and legs transformed to how they were in the _City_ and so did the feathers around his neck.

He said 'I awaken to another night of meaningless existence, so dark and dreary' making me frown. 'He sounds like he's in pain, did you lose your parents?' I asked in my head when he tapped the glass his claws making it screech when he pulled them down a few inches.

"Can you tell me why life's meaningless, dark, and dreary?" I asked him softly hoping I won't anger him but I also feel he needs to let some anger out. His head turned to that of a _Vulture_ before he screeched breaking the glass surrounding him.

I jumped to a ledge before I jumped to a _Pillar_ when he almost hit me before I jumped to another one when he came closer to me. I jumped trying to get to another _Pillar_ but was knocked down by a _Sonic Blast_ making my side hit a ledge before I fell.

I shot a _Web_ under the ledge I hit before I swayed to get to the ground, without being knocked around again. I pulled a rolling table over with a _Web_ getting _Vulture_ to grab it instead of me.

It surprised him before I shot _Webs_ at him trapping him but it wasn't for long. He flew at me when he got free making me swing away from him.

When I landed on a _Pillar_ I saw him flying towards me before I touched the flashlight I have on the chest where the blue spider is at. It turned on blinding him before I jumped turning it off when my feet landed on his back.

I pushed to jump making him hit the _Pillar_ before I landed shooting at him when he fell trapping him with _Webs_ again. His head returned to normal and his eyes returned to their original pale green color before he asked what happened.

"You turned into _Vulture_ and attacked me" I told him simply with a shrug before he asked me who I was and why I was here. "Name's _Spider-Man_ , I came to find out what or who was in this _Tower_ before _Task Master_ could, now that I answered yours' will you answer mine?" I asked him before he shook his head but I know it wasn't a no.

"I don't know I can't remember anything about myself or my past" he told me before he became all dark and dreary again. "The present is what matters _Vulture_ the past and the future isn't what matters for many people" I said before his head returned to how it was before.

He got free of the _Web_ before he swooped past me landing near the place he broke earlier. I asked him to wait before he noticed something on the ground, he went over to it before I heard him say that the marking holds the key to his past when he picked it up.

I shot a _Web_ at the object, just the object, before I pulled it to me. I didn't bother going after him or stopping him from leaving when I got the symbol away from him.

He would only use his powers to break my _Webs_ anyway. I got a call from Fury not long after so I picked it up.

He told me that he needs an update on _Vulture_ making me sigh before I told him that he got away but he's a good kid. "He's a good kid, one that _Task Master_ will go after because he's one of _Doc Ock's Experiments_ " I told him before he asked if he was still a good candidate for my _New Warriors_.

I shot a _Web_ at the plate that _Vulture_ had bringing it towards me seeing that it was _OSCORP_ which wasn't a surprise. I swung out of the _Tower_ when I smelled _Task Master_ close by after I had pointed to the pictures of the families since I know he'd look there anyway when I leave.

Time Skip: Norman and Harry's _House_

I was on Mr. Osborn's _Computer_ finding a password with five characters that I was about to put in, Harry's name specifically, but I heard the door open before I could. I jumped onto the ceiling when the door opened to see Harry walk in with a black _Handcrafted JB 19 Pro Model Baseball Bat_.

When he walked towards his father's _Desk_ I dropped into a _Wolf's_ _Stance_ again but it was a _Relaxed Stance_ despite me being curious instead. He turned around to swing but when he saw no one there he looked down at me making me stand up.

"Sorry to be intrusive, didn't think I'd be welcomed" I told him when I walked over to his dad's _Desk_ again. He said he doesn't blame me for it because of what his dad did making me shake my head.

"I've done far worse Harry, plus you're not him, now do you happen to know your father's password?" I asked wanting to see what he'd say. He told me the obvious which was that it had five characters.

I typed in his name, Harry's name, surprising him when he saw that it worked. "You should be happy about this Harry, that means he cares about you" I told him before I found the kids that were used.

"It seems he made a _Kangaroo_ and brought in different kids to experiment on, it doesn't say who they are though" I told him when I said I found information on the _Experiments_. "Get away from the windows Harry" I told him when my _Spidey Sense_ was blaring in my ear.

I saw _Vulture_ crash through the window asking for Mr. Osborn but he wasn't here so he went after Harry instead. He had said that there's no future without a past which isn't really true, then again it's hard to tell someone like _Vulture_ that when he can't remember.

"Wrong Osborn _Vulture_ " I said shooting a _Web_ at him before he looked down at Harry. He said it was unfortunate for him that his father wasn't there before he took him through another window.

I jumped out after him shooting a _Web_ to do that so I wouldn't plummet to the streets below. I swung faster when I heard Harry scream telling him that I'm coming and to hold on a bit longer.

I continued swinging finally catching up when _Vulture_ turned a corner, I shot a _Web_ at _Vulture's_ eye warning him beforehand. Shooting a _Web_ at Harry's right foot I pulled him towards me and catching him when he was free of _Vulture_.

Before I could get him somewhere safe though I felt something slam into me. I didn't have a good grip on Harry so that wasn't good right now.

Because of the lack of grip I wasn't able to keep a hold of him when we were slammed. I tried getting Harry again but _Vulture_ did so instead taking him to a horizontal _Flag Pole_ on top of a building ahead of me.

I was able to get to them when I heard _Vulture_ ask if Harry was able to give him his memories back. "You can make new ones instead can't you? Living with the fact you killed someone, by dropping them from a very tall building, aren't really considered good memories" I suggested motioning to Harry.

Vulture lowered Harry making the mentioned person squirm slightly before I spoke again when he said dropping Harry doesn't matter to him. "I don't think that's true _Vulture_ , you've yet to hurt a single person in everything you've publicly done" I said before he shut his mouth/beak.

"I want to help you, Harry didn't do this to you but _Doc Ock_ , a crazy _Scientist_ with robotic appendages, did" I said before I caught Harry who was thrown at me. _Vulture_ said he remembered a six armed man before he did this.

"See it's not who you are _Vulture_ , if it was you would've dropped him without a second thought when you remembered _Doc Ock_ " I said before I swung to get Harry to safety. I left Harry on a _Fire Escape_ before I told him to go and to be careful on his way there.

He thanked me before I saw _Vulture_ land on the rail behind me returning to his normal form, his human form. I smiled sadly at the young adolescent when he asked what he'll do when he can't remember or if he does remember and he turns out to be a terrible person.

"The reason I said the past doesn't matter is because it's in the past, the mistakes you may have made don't matter now because you can make up for it in the present" I said before I continued. "You have someone in your life who can help you find the future you're looking for, and I promise I'll do that to the best of my ability" I finished.

He said out loud that if he found _Doc Ock_ he could find the answers he's looking for making me sigh. "I know where he is but…" I tried to say before he grabbed my shoulder saying that I have to take him there.

"But, the ones holding him don't really like you for what you've been doing, I'll be breaking a lot of rules" I said seeing a sad and angry look on his face. "But I'll try to find a way to get you to see him without being caught or so you can do so without breaking any rules" I said calming him down.

Time Skip: _SHIELD Tricarrier_ in View

I was being carried by _Vulture_ towards the _Tricarrier_ before I was let go when we were close enough. I shot a _Web_ attaching to the bottom of the _Tricarrier_ before I swung sticking to the bottom when I got a _Text_.

I took my _Phone_ from my _Boot_ seeing it was Harry before I read it, I felt bad about what it said because it was true. 'We haven't talked in a while' so I texted something back.

 _I know this defeats the purpose of your text but I'm trying to help a friend who has terrible_ Amnesia _who's in the_ Hospital _right now. I know that's no excuse but I can't help him any other day since he doesn't trust me so much already._

I texted before I opened the _Hatch_ motioning for him to come in which he did and I was glad but I know this won't last long. We turned a corner with _Vulture_ in his original form before I introduced him to _Doc Ock_.

 _Doc Ock_ told me it was pleasant surprise before I smelled recognition and mischief in the air around him when he saw _Vulture_. I saw _Vulture_ touch the edge of the glass when he asked _Doc Ock_ if he could tell him his past, who he was, etc.

 _Doc Ock_ decided to make a deal when it was phrased like that and I knew it was a bad idea to bring him here without telling _SHIELD_. "You can't trust this guy" I said blocking him from the window when he was closer than before.

"He's bad news and a liar, I knew I shouldn't have brought you here without _SHIELD_ present" I said lowly making him nod and say that he won't take the deal. _Doc Ock_ mentioned a deal that they made a long time ago and that he moved his memories to add _new_ programming which I knew was a bad thing and was why I didn't want him to come here.

He told me that he was waiting for me to find _Vulture_ in his _Hidden_ _Lab_ making me sigh. "I figured that was the reason and that's why I slightly regret not telling _SHIELD_ about this" I said pinching my nose in frustration.

With the two-word cue _Vulture_ becomes a destroyer _Doc Ock_ can control, apparently, before he said the words ' _Carrion Feeder_ ' making _Vulture_ clutch at his head. He turned into his scientific form, _Vulture_ form, but his head stayed the same before he turned around.

I tried getting _Vulture's_ attention to see his head was turned into how it was modified before I backed up when he screeched at me. I dived down off the wall landing in a _Defensive Stance_ before I called his name telling him it's enough when I stood up.

I shot _Webs_ at him _Webbing_ him to the floor when his head returned to normal, he only hit the floor when he was done being shocked. "Don't worry you have the power to fight this I promise you" I said as I crouched down next to him.

' _Carrion Feeder_ ' was said again before _Vulture's_ head was changed making him break my _Webs_ to hit me back. I was already away from him before he could hit me though.

When the _Padlock_ was off I ran towards him telling him not to, I was running like a _Wolf_ though in case he attacked me again. I jumped back out of range of the _Sonic Blast_ before he walked into the _Cell_ freeing _Ock_.

My ears were ringing because of the _Sonic Blast_ that had reached me so I was disoriented, I may be Immortal when it doesn't come to silver and obsidian but _Sonics_ and _Dog Whistles_ don't help. I jumped in front of the _Team_ that was about to be hit with _Sonics_ stopping most of the blast but four people on the edge behind me weren't so lucky.

Fury told the _Teams_ that he wants all available _Agents_ blanketing the _City_ , they can use extreme force, never once said when necessary regarding the amount of force, and to shoot _Vulture_ out of the sky. "I do apologize for this Fury, I should've know that would happen, but he's not a bad guy, he's only following programming he can't fight at present" I said frowning at him when I heard that.

He asked why I would disobey orders making me flinch before I saw his eyes were curious and shocked when he saw me do that. "I didn't want to disobey orders Fury, I wanted to help him, however I didn't know what you would do if I asked because of those orders" I said before he sighed telling me to get _Vulture_ before his _Agents_ do.

Scene Change: _Armory_

"I do hope I won't break anymore regulations by doing this, I'm already breaking enough" I said to myself with a frown as I typed in the code. I saw a _Transport Case_ open when it appeared so I went in to get the item inside.

I was swinging through the _City_ with the Item covered in _Webs_ because I can't let Fury see it, or any of the other _Agents_ for that matter, otherwise I won't be able to get to _Vulture_ in time. I landed inside the _Tower_ in a _Hunting Stance_ before I jumped to the side, twice, to avoid _Vulture's Talons_.

I noticed when I jumped off a _Pillar_ that he's a lot more reckless and senseless when he's like this. He broke the _Pillar_ by running into it and ran into a wall after that which how I hypothesized what I did.

"You're a good person _Vulture_ , I know this is a fact" I said before I jumped to avoid _Doc Ock's_ four robotic limbs. _Doc Ock_ said I'm a fool for thinking _Vulture's_ a person and not a _DNA Project_ but that just made me growl at him.

I jumped down from the _Pillar_ to avoid _Doc Ock_ lunging at me before I twisted my body to land on a wall. Instead of doing that however I felt the impact of glass before I heard a shattering of the mentioned glass.

I looked around to see that I was outside of the _Tower_ and instead of on a wall or on the ground I was in the air. I wasn't going to bother wasting _Webs_ on trying to get to _Vulture_ because I know he's out of reach so instead I shot a _Web_ at the _Tower_.

When it attached itself I swung my body so I would get enough force to catapult myself near _The_ _Vulture_. I activated the _Jetpack_ I took before I punched him adjusting the speed slightly before I did so.

When _Vulture_ tried grabbing my head I moved to the right avoiding it before I hit him with my tail that I transformed when I activated the _Pack_. I was baiting him by going a bit faster being mindful of the buildings before I felt him by my tail which is the same length as the _Repulsion System_ burning him slightly.

I adjusted the speed again when I was hurdled towards a building with a slight to majorly damaged _Jetpack_. I didn't damage the _Jetpack_ any more than it already was and I didn't damage the building either so that's good to.

"You still remember your true enemy right? Your enemies and friends are all you really need to remember right now" I said and he nodded answering the question, it was the six armed man. I deactivated the _Jetpack_ , knowing I'll have to fix it later before I even return it, before I climbed up the _Tower_ going through the window.

I frowned when I saw that _Vulture_ couldn't get his memories back because they were on the _Computer_. It would've happened whether I told _Task Master_ where to go or not so it made me feel slightly better but only by a millimeter.

I shot a _Web_ at _Vulture's_ right arm when he tried to 'end' _Doc Ock_ making him stop. He asked why I would want to protect 'this monster' as he called him making me sigh as I jumped down from the pipe I was on.

" _My_ reason is because I've done way worse than him but even if I didn't… my reason would be that I'd rather not become a person or become worse than the one I do something to" I said before I finished. "Will you become like him and do something that he would or would you rather live your life with no regret that's bigger than following what he does?" I asked before I saw _Vulture_ look at the one I'm talking about.

"I won't be like you, I won't be a villain" _Vulture_ said when he returned to his original form. "'Whoever is trying to bring you down, is already below you' a _Vulture_ quote that is very true" I said when he told _Doc Ock_ that.

Time Skip: _Doc Ock_ Being Taken Away, Again

"Whenever you want you can always ask for help, joining my _Team_ can help you to but only if you want to, it's always open after all" I said looking at the _Sunset_ in between a broken window. "Thank you, I'll give it some thought but only after I find some leads to who I am will I decide" he told me and I nodded.

"'Where you come from isn't as important as where you're going' that's what Uncle Ben used to say" I told him as I looked at the street below. "This is just in case you decide to join, there are many people like you there" I told him handing him the blue _SHIELD_ card I gave _Cloak_ and _Dagger_.

"We could always use a helping hand, _Talon_ in your case, so it's always open for suggestion" I said before he told me he has to find his own path. He thanked me for showing him the direction he needs before I stopped him from going for a second.

"The first for later in case you can't find what you're looking for" I said before I continued. "The second is if you're in a rut and still want to find out" I said reciting a few quotes.

 ** _Life isn't about finding yourself. Life is about creating yourself. -George Bernard Shaw_**

 ** _Problems are not stop signs, they are guidelines. -Robert H. Schuller_**

"But as I said just in case you can't find it very easily or have hit a dead end, be careful of _Task Master_ by the way he's similar to _Doc Ock_ " I said. He smiled thanking me taking off when he was fully transformed.

Time Skip: _Nighttime_ Harry's

I knocked on Harry's door being careful not to drop anything, when he opened the door he said my name in a shocked tone. "Hey Harry I brought snacks, drinks, and the eight terribly made monster movies ever" I said holding the bags up when I said their contents.

"We haven't done a _Bad Movie Marathon_ in forever" he said and I nodded walking in when he motioned for me to. We were on the couch laughing at how bad the movies were before I asked if he could pass the snacks.

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 **A/N: Hello, I finished writing this at 1:13 P.M. on November 19, 2016.**

 **1) FOF is fear of falling, I don't want to use** ** _Basiphobia_** **or** ** _Basophobia_** **because that also includes the fear of walking and inability to stand.**

 **I do hope you like this chapter and story and will continue reading.**


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